Contents

NFPS

AXWAY PROFILE

AFR

Axway and its business activities

1.1 Axway’s history

Consolidated financial statements

5.1 Consolidated income statement

119

120

121

122

123

124

125

1.2 Overview of Axway’s markets

1.3 Strategy and objectives

5.2 Statement of comprehensive income

5.3 Consolidated statement of financial position

5.4 Consolidated statement of changes in equity

5.5 Consolidated statement of cash flows

5.6 Notes to the consolidated financial statements

AFR

1.4 Key figures and comments on the 2021

consolidated financial statements

1.5 Comments on the Axway Software SA 2021

annual financial statements

5.7 Statutory Auditors’ report on the consolidated

financial statements

1.6 Axway’s simplified structure at 31 December 2021 27

173

1.7 Axway Software at a glance

1.8 Axway’s Organisation

AFR

Annual financial statements

6.1 Balance Sheet

177

178

179

1.9 Recent developments

6.2 Income Statement

1.10 Provisional financial timetable

6.3 Notes to the 2021 annual financial statements

1.11 Financial Communication and Investor Relations

Contacts

6.4 Summary Axway Software SA results for the past

five fiscal years

191

192

Risks and Control

2.1 Risk factors

6.5 Statutory Auditors’ report on the annual financial

statements

AFR NFPS

2.2 Internal control and risk management

Axway Software share capital and

7.1 General Meetings

2.3 Preparation and processing of accounting

and financial information

AFR

197

198

202

2.4 Insurance and risk hedging policy

7.2 Current share ownership

7.3 Changes in the share capital

NFPS

Corporate responsibility

3.1 Axway, an innovative and responsible player in the

digital sector

7.4 Shares held by the Company or on its behalf – share

buyback programme and market-making agreement204

AFR

3.2 Employer Commitment: continue to shape the

Company we want to work for

7.5 Delegations granted by General Meetings to

AFR

increase the share capital

7.6 Share subscription options

7.7 Share price and trading volumes

7.8 Dividend

205

208

209

210

3.3 Societal Commitment: have a positive impact in our

communities as a leading publisher

3.4 Environmental Commitment: reduce our direct and

indirect impact

7.9 Rights, privileges and restrictions attached to each

category of shares outstanding

210

AFR NFPS

Corporate Governance

4.1 Composition and procedures of the management

and supervisory bodies

7.10 Information on takeover bids pursuant to

Article L. 22-10-11 of the French Commercial Code 211

4.2 Regulated agreements and assessment of everyday

agreements

Combined General Meeting

103

106

107

of 24 May 2022

213

214

4.3 Code of Corporate Governance

4.4 Compensation and benefits

AFR

8.1 Agenda

8.2 Explanatory statement and proposed resolutions 215

Preparation and control of the Universal Registration

Document and certification of the person responsible

for the Universal Registration Document

AFR

227

228

229

231

General remarks

Glossary

Cross-reference tables

The information required in the Non-Financial Performance Statement is identified in the contents and the relevant chapters by the abbreviation

NFPS

AFR

The information required in the Annual Financial Report is identified in the contents by the abbreviation

Axway proﬁle

A word from Management

“Thanks to the transformations

undertaken since 2018,

Axway's business model is now

based on a solid foundation of

recurring revenue, supported

by a robust product portfolio.”

Pierre PASQUIER

Chairman of the Axway Board of Directors

o continue evolving and even better meet the

A pioneer in its industry, the Company must continue to

combine experience with constant agility. After several

years of internal transformation, Axway must once again

assume a consolidator role in its markets and undertake

a strategic refocusing of its product portfolio. The organic

development of the Company must be founded on its

most successful markets and I will fully support the

management team in its external growth approach, which

can prove complex in such a competitive environment.

critical needs of its 11,000 customers around the

world. Axway must once again prove its ability to

adapt. While we all hoped for a return to a calmer

health and economic situation from 2021, it seems that

uncertainty is here for the long term.

Thanks to the transformations undertaken since 2018,

Axway's business model is now based on a solid

foundation of recurring revenue, supported by a robust

product portfolio. Axway's customer satisfaction is

at an all-time high and the management team, led by

Patrick Donovan, can also count on the unwavering

commitment of its 1,700 employees. At the same

time, the Company strengthened its corporate

responsibility programme this year, integrating it more

formally into its governance and setting ambitious

non-ﬁnancial objectives.

In a world in motion, where change is increasingly rapid,

we will strive, in 2022, to maintain a coherent and

agile strategic course to support Axway's enlightened

development. Being our customers' preferred partner

remains our top priority, but we will continue to aim for

a model which creates value for all stakeholders in our

ecosystem.

Axway must now be able to stabilise a growing and

proﬁtable model year after year, in line with its independent

project and its historical values. After a second half of

2021 more difﬁcult than anticipated, the 2022 objectives,

which foresee a return to organic business growth and

a further improvement in proﬁtability, perfectly illustrate

this ambition.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway proﬁle

n 2021, in an economic and health context that

remains highly challenging, I was pleased with

our teams’ efforts to implement our new strategy.

After the successful transformation plan completed

infrastructures. By choosing Axway, they beneﬁt from one

of the most comprehensive catalogs of offerings on the

market, enabling them to turn their digitalization into a

major competitive advantage through rapid and effective

operational beneﬁts.

last year, it was important for us to launch a new

momentum so as to continue moving forward and allow

us to gradually establish the independent, growing, and

proﬁtable model we believe in for our Company.

This year, we have also succeeded in maintaining strong

commitment among our employees despite the high

turnover rates observed in our markets. We strive to

maintain a transparent and regular dialogue with our

teams to ensure that the relationship of trust we have

established with them since 2018 continues. In this way,

at the beginning of 2022, more than 1,000 employees who

have been loyal to Axway for more than 3 years became

shareholders in the Company.

Although we faced unusual buying patterns late in the

year that prevented us from achieving our annual growth

target, we still had several positive results in 2021.

On the ground, organisational adjustments continued

around a more assertive product portfolio management

strategy, positioning Amplify, our API platform, as the

driver of our future business growth and the primary

focus of our investments. The technological excellence

of our offering, once again conﬁrmed in 2021 by the most

influential market analysts, allows me to reiterate my full

conﬁdence in this strategy.

Finally, we have taken new key steps in structuring our

CSR programme and our corporate responsibility policy

by defining more precise, well-defined non-financial

objectives in line with our values and long-term ambitions.

We therefore begin 2022 with determination, ready

to meet the challenges of a market characterised by

limited visibility and strong competition, relying on the

solid foundations we have built in recent years to best

serve the interests of our stakeholders, including our

Employees, Customers and Shareholders.

Over the past two years, thanks to Amplify and our most

important historical products (MFT, B2B-EDI, Digital

Finance), our sales teams were able to meet or exceed

their targets for seven consecutive quarters before the

challenges faced at the end of 2021.

The continuous growth of our Net Promoter Score has

conﬁrmed the high level of satisfaction of our customers.

More than ever, our customers trust us to guide them

through the evolution of their most complex software

“More than ever, our customers

trust us to guide them through the

evolution of their most complex

software infrastructures.”

Patrick DONOVAN

Axway Chief Executive Ofﬁcer

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

Axway proﬁle

Business lines

Our Mission:

Axway enables enterprises to Open Everything

by securely integrating and moving data across a complex world of old and new.

Revenue by activity

nd _{LARGEST HORIZONTAL SOFTWARE}

12%

PUBLISHER IN FRANCE

Services

Source: Top 250 Numeumꢀ-ꢀEY 2021^*

License

Axway, a recognised leader:

40%

+ꢀ19% in 2021

2021

Revenue

Subscription

Gartner 2021

Forrester :

API Management

Solutions,

€ꢀ285.5ꢁꢀm

Magic Quadrant™

for Full Life Cycle

API Management

82%

42%

Q3 2020

Recurring

Maintenance

vs. 79% in 2020

Shameen Pillai | Kimihiko

Iijima | Mark O'Neill | John

Santoro | Akash Jain |

Source: The Forrester

Wave™, 4 August

2020 .

Fintan Ryan, 28 Sept. 2021 .

Revenue by geography

28%

According to Gartner, “Full life cycle API

management remains a dynamic and thriving

market with substantial potential for both

investors and vendors looking to create and

manage APIs as add-ons to their offerings.

Gartner expects this market to continue

its strong double-digit growth for at least

42%

France

Americas

2021

Revenue

82%

€ꢀ285.5ꢁꢀm

International

vs. 72% in 2020

the next five years.

”

24%

Asia/Paciﬁc

* Please refer to the disclaimers on page 230.

Rest of Europe

2021 - 2023 Strategy

→

2021

2023

Technological

excellence

Sustained growth

and proﬁtability

Reinforced

CSR ambition

& Portfolio focus

→

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway proﬁle

Offers & Customers

Our offers

Our customers

11,000 customers

in 100+ countries

Trusted for decades. Built for tomorrow.

Financial services

ꢁManaged File Transfer

(MFT)

Management of all critical data

transfers across an organization

from a single pane of glass.

Manufacturing

Retail

API Management

Platform

Amplify makes it simple to

collect, manage, distribute,

secure, and control all APIs to

connect applications and data

across organizations. Amplify

automates the discovery,

reuse, and governance of

all APIs across multiple

ꢁ B2B Integration (B2Bi)

Secure, API-enabled approach to EDI

that helps respond faster to evolving

business demands.

Public sector

Transport & Logistics

Digital Finance

gateways, environments,

and vendor solutions.

Streamlined integration between

business applications and ﬁnancial

information systems.

Healthcare

Customer satisfaction

29ꢀ

NET

PROMOTER

SCORE

as a company value

Net Promoter Score

up 4 points vs. 2020

ꢀAXWAY'S SPECIALISED PRODUCTS

Visibility, intelligence, and security throughout the digital ecosystem

Axway around the world

Euronext

Listing

Corporate HQ

Distribution

_in100

1,712

+11,000

CUSTOMERS

LOCATIONS

EMPLOYEES

COUNTRIES

Further information can be found in Chapter 1 of the 2021 Universal Registration Document.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

Axway proﬁle

Operating indicators

Revenue & Results

Revenue

Proﬁt on operating activities

(in millions of euros)

Net proﬁt

(in millions of euros)

32.9

30.8

300.0

297.2

285.5

9.6

€M

25.9

8.5

2019

2020

2021

5.4

REVENUE RENEWAL

RATE

NEW OR CROSS-SELL

BOOKINGS

94ꢀ^%

+ꢀ7ꢀ^%

8.6%

10.4% 11.5%

2.9%

3.4%

of revenue

Renewed or moved

to Subscription

Representing

265 new customers

1.8%

2019

2020

2021

2019

2020

2021

Investments

Balance sheet

Research & Development

(in millions of euros)

Sales & Marketing

(in millions of euros)

Net debt

€36.5ꢀM

99.1

92.9

vs. €24.0M at 31/12/2020

61.3

60.4

89.0

55.3

Cash & equivalents

€25.4ꢀM

vs. €16.2M at 31/12/2020

Total equity

20.4% 20.3% 19.4%

33.0% 31.2% 31.2%

of revenue

€372.2ꢀM

vs. €355.5M at 31/12/2020

2019

2020

2021

2019

2020

2021

Targets & Ambition

→

Organic

Proﬁt on operating

activities ≥ 15%

2022

Mid-term

revenue growth

ambition

objectives

of between 1% and 3%

Earnings per share ≥ €1

Proﬁt on operating

activities representing

12% to 14% of revenue

Revenue ≥ €500ꢀM

(including M&A)

→

Further information can be found in Chapter 1 of the 2021 Universal Registration Document. Alternative performance measures are defined in the glossary.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway proﬁle

Stock market & Share capital

Stock market profile

Main Euronext indexes:

CAC ALL Shares

CAC TECHNOLOGY

EN FAMILY BUSINESS

Euronext Paris – Compartment B

Bloomberg: AXW-FR

Reuters: AXW.PA

Market capitalisation at 31/12/2021: €582M

Visit our investors website:

Investors.axway.com

EN TECH CROISSANCE

Basic earnings per share

(in euros)

Share price and monthly trading volumes in 2021

(in thousands

of shares)

(in euros)

400

0.25

0.40

0.45

350

300

250

2020

2019

2021

200

150

Dividend

(in euros)

100

0.40

None

2019

2020

2021*

Jan

Feb March Apr.

May June Jul.

Aug. Sept. Oct. Nov. Dec.

Monthly trading volume

* Submitted to shareholders’ vote at the General Meeting

of 24 May 2022.

Average closing share price

Share capital

Share ownership at 31 December 2021

Shareholders’ Agreement

21,633,597

36,079,526

55.69^%

66.18ꢀ^%

Shares outstanding

Voting rights

of voting rights

of shares

Pasquier

Odin

Management

1.46%

Public

42.66%

33.82%

Treasury shares

Family

31.96%

20.82%

24.96%

0.11%

1.35%

1.32%

1.65%

38.32%

0.12%

1.45%

2022 Financial Calendar

22 February

24 March

28 April

24 May

26 July

20 October

Full-Year

Results

Universal

Registration

Document

Q1 Revenue

Annual General

Meeting

Half-Year

Results

Q3 Revenue

Further information can be found in Chapters 7 and 8 of the 2021 Universal Registration Document.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

Axway proﬁle

Governance

Axway’s governance is founded on the sharing of powers between the Board of

Directors and the Executive Committee, in accordance with the recommendations

of the Middlenext Code.

Board of

Directors

Main topics covered

in 2021

●

Corporate strategy

and associated budget;

●

Approval of the ﬁnancial

Pierre

statements;

French

American

French

2023

2022

2023

2025

2023

2025

2023

2022

2023

7,355

2,816

22,734

1,540

Pasquier

●

Quarterly results and

related ﬁnancial reports;

Kathleen

Clark Bracco

Deliberations on workplace

and wage equality;

Pierre-Yves

Commanay

Social and environmental

responsibility objectives;

Hervé

French

Composition of the Board

and its committees;

Déchelette

Nicole-Claude

Duplessix

French

Procedures of the Board

of Directors: amendment

of the internal regulations

and the self-assessment

questionnaire;

Emma

Spanish

Fernandez

Michael

Gollner

American

British

●

In-depth implementation

of the ethics and anti-

corruption internal systems;

100

Helen Louise

Heslop

British

French

●

Qualiﬁcation of directors

as independent;

Pascal

340

Company ofﬁcer

compensation;

Imbert

Véronique

Grant of free shares

to employees;

de la Bachelerie

Legal monitoring: EU Green

taxonomy, Middlenext code

update.

Yann

11,877

Metz-Pasquier

Marie-Hélène

Rigal-Drogerys

Hervé

900

Saint-Sauveur

Further information can be found

in Chapter 4 of the 2021 Universal

Registration Document.

Yves

de Talhouët

Chairman

Member

Independent Directors

64%

43%

98.8%

members

nationalities

independent directors

meetings

attendance

women

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway proﬁle

Executive Committee

members

Patrick Donovan

Chief Executive Ofﬁcer

Roland Royer

Chief Customer

Cécile Allmacher

Chief Financial Ofﬁcer

Vince Padua

Chief Technology

USA - France

Ofﬁcer - USA

France

& Innovation Ofﬁcer - USA

women

nationalities

Marc Fairbrother

EVP Research & Development

Paul French

Rahim Bhatia

EVP Product Management

Canada

Dominique Fougerat

EVP People & Culture

France

Chief Marketing Ofﬁcer

USA

Among the duties performed in 2021:

Audit Committee

●

review the ﬁnancial statements

including the green taxonomy;

review insurance and Company's IT

security policies;

●

review the general risk map;

supervise and monitor anti-corruption

procedures;

●

monitor internal audit procedures

and statutory auditors procedures;

100%

monitor the implementation project

for the new ﬁnancial information system.

meetings

attendance

rate

members

Among the duties performed in 2021:

Appointments, Governance

and Corporate Responsibility

Committee

●

assess corporate responsibility

review and amend the BOD

self-assessment questionaire;

commitments, through CSR

policy follow-up;

prepare deliberations of the Board of

Directors on professional and employee

equality;

●

review the Board and Comittees's

100%

composition and independance;

members

meetings

attendance

rate

●

update the Board's internal regulations

& Ethics Charter in line with the updated

Middlenext governance code;

ensure the application and review of

the conflict of interest, whistle-blowing

and current & regulated agreements

procedures.

Among the duties performed in 2021:

Compensation Committee

●

prepare the company ofﬁcer

compensation policy;

verify the quality of the information

provided to shareholders on

compensation, beneﬁts and options

granted to company ofﬁcers;

●

propose ﬁxed and variable compensation

including non-ﬁnancial

criteria and beneﬁts granted

to company ofﬁcers;

97%

●

prepare the free share grant policy and

verify the implementation of related plans;

members

attendance

rate

meetings

●

verify the application of rules deﬁned for

calculating variable compensation;

prepare decisions concerning employee

savings.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

Axway proﬁle

Corporate responsibility

NFPS

Non-financial performance statement

Axway rolls out its Corporate

Responsibility policy through three

commitments: Employer, Societal

and Environmental.

In 2021, Axway has positioned CSR in its

governance model and defined quantified

ambitions, supported by programmes that

will be rolled out between 2022 and 2028.

Employer Commitment:

Continue to shape the company

we want to work for

EMPLOYEES AROUND THE WORLD

Diversity in the workplace

Research

& Development

at 31/12/2021

44%

Rest of Europe

42%

WOMEN

of employees

27%

France

■

30% of total headcount

1,712

■

employees

vs 1,888 in 2020

15% of managers

Customer Success

Organisation

PEOPLE WITH DISABILITIES

44%

25%

■

1.7% of France headcount

of employees

Americas

Asia/Paciﬁc

Future of Work

Recruitment

■

27%

22%

47%

■

204 new employees

100% of employees working from home

according to their wishes

98% permanent contracts

33% women vs. 28% in 2020

■

60% Home Ofﬁce 40% On site

Americas

France

Rest of Europe

Asia/Paciﬁc

Talents development

Engagement

Independent employee engagement survey

■

2021

79%

66%

2020

2019

83%

58%

29,915 training hours

vs 24,176 in 2020

Participation rate

86%

69%

■

77% training in digital format

vs. 93% in 2020

Employee engagement score

EMPLOYER

2022-2028

■

Employee Engagement Score >70%

for 2022 & 2023

Axway's CSR

Targets

■

33% of women in total headcount by 2023

+25% of people with disabilities by 2023

Further information can be found

in Chapter 3 of the 2021 Universal

Registration Document.

→

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway proﬁle

Learn more about the

UN Global Compact

www.unglobalcompact.org

Each year, Axway renews its commitment

to the United Nations Global Compact

Societal Commitment:

Have a positive impact in our communities

as a leading software company

ECOVADIS SCORE

STAKEHOLDER RELATIONS

EMPLOYEES

SHAREHOLDERS

PARTNERS

support knowledge

sharing initiatives

communicate

according to

transparency best

practices

innovate in responsible values

OVERALL

SCORE

CIVIL SOCIETY

61/100

CUSTOMERS

increase customer

satisfaction

igital development

programmes for women

SUPPLIERS

progress in

Sustainable

purchasing

awareness-raising

programmes for

the integration of people

ENVIRONMENT

LABOR &

HUMAN RIGHTS

ETHICS

SUSTAINABLE

PROCUREMENT

with disabilities

TOOLS & LABELS

Winner

Business ethics

of the Transparency

award 2021 - Category

Hors SBF 120

70/100

30/100

Digital security

Environmental Commitment:

Contribute to climate change mitigation

In 2021, Axway continued to measure and reduce its direct impact...

Direct Impact Resources used for our internal activities

Scope 1

Scope 2

Scope 3^ꢀ(1)

Scope 3^ꢀ(2)

...and for the ﬁrst time, Axway also launched an analysis of its indirect impact.

Indirect Impact Resources used for our external activities

(1)ꢀBased on the Top 48 suppliers.ꢀ(2)ꢀBased on the Top 4 IT suppliers.

Axway has set the target of achieving carbon neutrality by 2028. This project will involve employees and stakeholders and

will be rolled out from 2022. The project is based on 3 levels of action: measuring, reducing and offsetting our impact.

2022

2023

2024

2025

2026

2027

2028

SOCIETAL

ENVIRONMENTAL

■

Net Promoter Score >ꢀ40 by 2023

Gold EcoVadis ranking by 2023

10% reduction in paper consumption

in 2022 vs. 2019 (last normal year)

■

2 cyber clean up days by 2023

Carbon neutrality by 2028

4 local programmes in female digital education by 2023

Global Axway CSR internal training programmes

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 11

Axway proﬁle

NFPS

Business Model

Our Mission

INFRASTRUCTURE

SOFTWARE MARKET

TRENDS

CONVERGENCE

OF LEGACY

SYSTEMS

AND NEW

DIGITAL NEEDS

Axway enables enterprises to Open Everything

by securely integrating and moving data across

a complex world of old and new.

→

Strengths

Offers

PEOPLE

●

1,712 employees,

women and men,

of all ages, all origins,

all countries, all cultures,

all educational, professional

or life paths

API

MANAGED FILE

TRANSFER

(MFT)

API

STRUCTURE

MANAGEMENT

& GOVERNANCE

●

Locations in 18 countries

●

Solid ꢀnancial capacities

SPECIALISED

PRODUCTS

DIGITAL

FINANCE

●

Organic and external growth

track record

●

Independent enterprise

B2B

project supported

by reference

INTEGRATION

shareholders

●

Shared powers

CONTAINERS

HYBRID

LINE OF

DIGITAL

INTEGRATIONS

CLOUD

between Board

& Executive Committee

BUSINESS

PRODUCTS

Robust and diverse

products portfolio

Recognised technological

●

ON-PREMISES

INTEGRATION

SPECIALIST

●

leadership

●

Strong innovation

investments

51 technology patents

IOT THINGS

LEGACY

SYSTEMS

●

Distribution in 100+ countries

ECOSYSTEM

11,000+ customers

CLOUD

SERVICES

MOBILE

●

in 100 countries

●

Worldwide partners

PEOPLE

& suppliers networks

●

Diversiꢀed minority

shareholders base

●

Established CSR

Commitments

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway and its business activities

Axway’s history

This Chapter presents Axway’s history and business strategy. For the past few years, the accelerated adoption of the cloud and

“as a service” models by major organisations has been transforming the Company’s environment. After a successful

transformation cycle to become a leader in the hybrid integration market, in 2021, the Company has focused on strengthening

its position in its most promising market, API management. Thanks to the expertise of over 1,700 employees around the world

and continuous investment, Axway supports 11,000 customers and their digital ecosystems on a daily basis to successfully

and securely move their mission-critical data.

Axway’s history

1.1

In 2009, Axway reached its development goals when it was

ranked by the main market analysts as a leader in the Managed

File Transfer (MFT) and Business to Business (B2B) integration

segments. The share of revenue earned in the US increased

from 4% in 2005 to nearly 30% in 2009 and 42% by the end of

2021.

2001-2010: Axway, the software

subsidiary of Sopra group

Spin-off and European development

Axway was created in January 2001 through the spin-off of the

“infrastructure software” business of the IT services group

Sopra (now Sopra Steria). The different IT infrastructure

solutions operated by the Group, including notably the Règles

du Jeu software and the CFT and InterPel (Managed File

Transfer) tools, were then grouped together within a single

entity.

Axway, an independent leading figure

in the infrastructure software market

since 2011

Between 2001 and 2005, the number of customers of the

subsidiary doubled to 6,000. With the acquisition of Viewlocity

in Sweden in 2002, Axway took a new step in its international

development and by 2005 was established in most of the

major European countries.

On 14 June 2011, Axway became an independent company

listed on the Paris stock exchange (AXW:PA) through a

demerger-listing transaction. Following this operation, Sopra

Steria group kept a 26.27% stake in the Company.

Thanks to a unique position in the data exchange sector,

Axway started to ramp-up digital in its business model from

2012. To support its customers’ transformation and changes

to data consumption methods, the Company relaunched

development of its product portfolio through the successive

acquisitions of the companies Vordel, Systar, Appcelerator,

Syncplicity and Streamdata.io between 2012 and 2019.

North American development

and market leadership

The second major step in Axway’s development aimed to align

the Company’s geographic presence with market realities. This

involved significantly developing Axway’s presence in the

United States.

As a result, Axway extended its technological expertise to the

fields of API, Mobile and Analytics. Since then, the Company

has been able to offer its customers complete software

solutions turning customers’ heritage infrastructure into

brilliant digital experiences.

In 2005, the US represented over 50% of the global

infrastructure software market, but Axway was only earning 4%

of its annual revenue in the country. At the time, the Company

also had ambitions to become a leader in several market

sub-segments, particularly in the Managed File Transfer (MFT)

and Business-to-Business (B2B) integration fields.

Supported by a strong and diverse product portfolio, Axway

has emerged as an independent leader in the hybrid integration

market thanks to its Amplify offering for full lifecycle API

management.

When it acquired Cyclone Commerce in 2006, Axway’s

Executive Management moved to the United States. The

successive acquisition of Atos group’s B2B activities and

Tumbleweed in 2007 and 2008, further consolidated Axway’s

offer and position with both US and European major

customers.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Overview of Axway’s markets

Axway’s acquisition history

Date

Event

January 2001

April 2002

Spin-off of Sopra group’s infrastructure software business to create Axway

Acquisition of Viewlocity (Sweden)

January 2006

February 2007

September 2008

June 2011

Acquisition of Cyclone Commerce (USA)

Acquisition of Atos group’s B2B software business (Germany)

Acquisition of Tumbleweed (USA)

IPO on the Euronext Paris stock exchange

Acquisition of Vordel (Ireland)

November 2012

September 2013

January 2014

April 2014

Acquisition of the assets of SCI (Brazil)

Acquisition of the assets of Information Gateway (Australia)

Acquisition of Systar (France)

January 2016

February 2017

March 2019

Acquisition of Appcelerator (USA)

Acquisition of Syncplicity (USA)

Acquisition of Streamdata.io (France)

Overview of Axway’s markets

1.2

1.2.1 Axway in the infrastructure software market

With revenue of €285.5 million in 2021, Axway is France’s

2^ndlargest horizontal software publisher⁽¹⁾.

As an international player, Axway is exposed to the dynamics

of different geographic markets. The Company has locations in

18 countries across 5 continents. Gartner estimates 2022

application infrastructure and middleware growth in Axway

regions as follows: North America +14.6%, Latin America

+13.7%, Western Europe +9.8% and Asia/Pacific +11.7%⁽²⁾.

Gartner expects global spending on infrastructure software to

reach US$369.3 billion in 2022, with a constant currency CAGR

of 11.5% between 2021 and 2025⁽²⁾.

software publisher, Axway operates in several

Supported by a large network of technology partners and

dealers, this multi-local presence means that Axway solutions

are used in over 100 countries. The Company can support the

largest organisations with all their transnational projects.

infrastructure software sub-segments and specifically

application infrastructure and middleware. In total, Gartner

estimates the application infrastructure and middleware

sub-segment market at US$52.4 billion in 2022⁽³⁾. Within the

application infrastructure and middleware sub-segment, Axway

participates in four specific markets:

Infrastructure software is used in cloud, hybrid and on-premise

environments. Historically, Axway distributes its solutions in

the form of on-premise perpetual licenses. Since 2015, the

Company has also offered solutions through "as a service"

Subscription contracts. To be able to provide these

Subscription offers, Axway makes use of cloud and/or hybrid

technology models.

●

API Management;

●

Managed File Transfer (MFT);

●

B2B Gateway Software (B2B-EDI Integration);

●

Integration Platform as a Service (iPaaS).

For 2022, Gartner estimates growth in the different technology

markets in which Axway operates as follows: Full Life Cycle

API Management +18.6%, Integration Platform as a Service

(IPaaS) +21.4%, Managed File Transfer +3.7%, B2B Gateway

Software -3.4%⁽²⁾.

(1) Source: Top 250 Numeum - EY 2021.

(2) Gartner, Forecast: Enterprise Infrastructure Software, Worldwide, 2019-2025, 4Q21 Update, Amarendra, Laurie Wurster, Fabrizio Biscotti, Shailendra

Upadhyay, Bindi Bhullar, Brandon Medford, Sharat Menon, Chandra Mukhyala, Rahul Yadav, Robin Schumacher, 20 December 2021. See Disclaimer

page 230.

(3) Gartner Market Statistics for 2022, current as of 8 February 2022. See Disclaimer page 230.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 17

Axway and its business activities

Overview of Axway’s markets

As a result of these trends, the infrastructure and integration

markets continue to evolve:

According to Gartner, “Full life cycle API management

remains a dynamic and thriving market with substantial

potential for both investors and vendors looking to create

and manage APIs as add-ons to their offerings. Gartner

expects this market to continue its strong double-digit

growth for at least the next five years”⁽¹⁾.

●

requirements are constantly increasing, both with regard to

the availability of information on all devices and the security

of connections and data. IT ecosystems continue to develop

as more and more companies work together through

collaborative solutions;

●

while more and more workloads are moving to the cloud,

Axway’s hybrid integration offering, based on its Amplify API

management solution, is recognised globally as one of the best

in the industry. In the third quarter of 2020, Axway was

companies have decades of heritage infrastructure and

systems that must continue to be leveraged to meet

short-term needs and cost constraints.

positioned as

a : API

Leader in The Forrester Wave^TM

Management Solutions⁽²⁾. It was also recognised as a Leader in

the September 2021 Gartner^®Magic Quadrant™ for Full Life

Cycle API Management for the sixth time⁽¹⁾. Axway aims to

maintain its leadership position in this market and continues to

invest in this direction.

Companies are therefore naturally turning to hybrid integration

platforms to facilitate their digital transformation.

1.2.2 Trends observed in Axway’s markets

The emergence of cloud-native services and applications in

markets like Banking, Logistics or Healthcare, are putting

pressure on market leaders to innovate faster to defend their

positions and continue their development. Major companies

with complex information systems are either proactively

searching for new opportunities created by the development of

digital technologies, or their ecosystem (customers, partners,

suppliers) is pushing them to do so.

4. DevOps: responsiveness to customer needs and demands

enables increased added value to be delivered. DevOps

delivers greater customer responsiveness through

Continuous Integration/Continuous Delivery (CI/CD) by

enabling faster feature releases and lower error rates.

Therefore, businesses that are elite DevOps organisations

will take

a large share of customer value through

accelerating value delivery and fault tolerance;

5. Ecosystems: businesses are not isolated entities. They

operate with partners, supply chains, and service providers.

Employees, partners, and customers are increasingly

distanced and digital. Industries are transforming to meet

this accelerating digital transformation. The banking,

finance, healthcare, retail, logistics and warehousing

sectors have had to accelerate their digital strategy in order

not to be disrupted. One of the key components of an

efficient digital strategy is to select and integrate the right

partners to enable innovation and maximise customer

value. A company’s ecosystem, its health, and its ability to

adapt therefore become indicators of overall success.

Nowadays, the significant drivers of technology development

in the infrastructure software market are based around:

1. Cloud and Hybrid Cloud: by 2023, the cloud will account for

56% of total enterprise application spending, up from 44%

in 2018⁽³⁾. The cloud is not just a simple deployment system

for corporate solutions: it is a source of new adaptable and

scalable services, which can be quickly integrated to

optimise operational efficiency and generate new business

opportunities;

2. No-Code and Low-Code Platforms: to increase the velocity

at which successful businesses execute their strategy, the

need to leverage all employee skills is necessary. From the

technical to the non-technical resources, no-code and

low-code platforms enable greater innovation velocity

without worrying about complex enterprise infrastructure

through an intuitive and easy to use experience, boosting

greater overall productivity;

Aware of these changes, major organisations are seeking

state-of-the-art approaches, based on digital platforms able to

optimise data access, extract its value, provide flexible and

agile interaction frameworks, involve ecosystems, and develop

unique applications which create value for their businesses.

While all major organisations now have a digital strategy, only

a minority reach their deployment targets and fully benefit from

the intrinsic value of their data.

3. Edge: end users now require connectivity, responsiveness,

and delightful experiences of applications across all

devices: mobile, wearables, and IoT (e.g. automobiles).

Such outcomes are only possible by bringing application

runtime and data services closer to the customer. This is

accomplished through cloud, microservices, APIs, and

intelligent traffic routing;

Ryan, 28 September 2021. See Disclaimer page 230.

(2) The Forrester Wave™: API Management Solutions, Q3 2020, Forrester Research, Inc., 4 August 2020.

(3) Gartner, Forecast Analysis: Public Cloud Services, Worldwide, 14 November 2019. See Disclaimer page 230.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Overview of Axway’s markets

1.2.3 The competitive environment

With its broad range of software products, Axway operates in

several markets among a variety of competitors. In early 2022,

Axway’s competitive environment can be summarised as

follows:

Axway also stands out for its position as an independent,

technology-agnostic vendor. This approach is reflected by

the Amplify offering capacities, which enable all data in an IT

ecosystem to interact, on-premise and/or in the cloud, from

all devices and through hundreds of applications;

●

major generalists covering a very wide range on the global

●

infrastructure and integration specialists like Boomi,

Software AG, Tibco, Progress, MuleSoft, Apigee, WSO2,

Kong, Postman or Informatica.

information systems market like Amazon Web Services,

Google, IBM-RedHat, Microsoft, SAP, Oracle, Salesforce, or

Broadcom-CA Technologies.

These companies, which include cloud-natives, incumbents

and specialist subsidiaries of generalists, are seeing their

respective expertise and technologies converge towards

new common markets. Axway stands out as an integration

specialist thanks to 20 years of continued investment in data

exchange businesses.

These major names - whose most recognised expertise

includes operating systems, public and private cloud

services, search engines and ERPs - all have capacities in

certain infrastructure or integration markets. They can

provide standardised offers able to respond to basic

integration requirements. Axway’s added value compared to

these companies is demonstrated through long-standing

expertise and specialised solutions for a collection of key

technologies in the development of complex IT

infrastructure solutions. Thanks to the advanced

functionalities of Axway products, the Company is able to

cover all complex integration scenarios, especially those that

rely on file-based heritage infrastructures, that a major

successful organisation might encounter.

A long-standing specialist in Managed File Transfer (MFT)

and B2B-EDI integration, Axway has made 11 strategic

acquisitions in its 20-year history to build one of the most

comprehensive offering portfolios on the market.

1.2.4 Customers and target markets

Axway offers are aimed at all major organisations with

complex information systems. Axway primarily offers

horizontal software solutions able to target the needs of all

types of customers, independent of their business sector. In

addition, the Company also has a portfolio of specialised

solutions for the specific needs of certain industries.

In Advanced Manufacturing, Axway solutions are at

the heart of the business, providing end-to-end

visibility on supply chains through real-time data

analysis. Axway’s expertise helps limit costs thanks

to agile infrastructure and automation tools. The Company has,

in particular, in-depth knowledge of supply chains in the

Healthcare sector and the Automotive industry.

Axway customers - financial institutions, major players in

manufacturing, retail, healthcare and the public sector - benefit

from the Company’s independent expertise to support them in

their strategic choices of IT infrastructure solutions.

In Retail, Axway’s expertise extends from inventory

and point-of-sale management solutions to final

customer-focused applications, maximising the use

of data to make it an asset which creates value.

Each day, Axway solutions help 11,000 customers worldwide

transform their businesses and industries.

In the Public Sector, Axway’s products help

governments secure, modernise and adapt their IT

infrastructures to deliver a range of digital services.

From secure data exchange to business-critical data

governance, Axway’s products enable critical data to be

delivered to the people who need it, when and where they need

it. Axway’s offerings simplify administrative processes,

streamline data management and associated costs, secure

exchanges and enable critical use cases such as identity

verification.

In the Financial Services sector, Axway solutions

allow optimised management of data flows which

are critical to the operations of banks and their

customers, financial markets and their regulators. Axway’s

specialised product portfolio also includes solutions able to

support open API standards as well as accounting and

payment flow integration.

In Transportation & Logistics, Axway’s solutions

simplify data exchange, visibility and authorisations

associated with transporting goods seamlessly

around the world.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 19

Axway and its business activities

Strategy and objectives

AFR

Strategy and objectives

1.3

1.3.1 Axway’s strategy

As a software publisher and a leader in digital transformation,

Axway supports the modernisation of its customers’ IT

infrastructures by securely moving, integrating or exposing

their strategic data.

Through all the ready-to-use solutions and services offered by

the Amplify platform, Axway’s expertise is demonstrated in the

following areas:

●

API Management: Amplify combines API management

Axway’s different technological areas of expertise converge to

connect people, devices, companies and stakeholder

ecosystems, thanks to software solutions which are turning

customers’ heritage infrastructure into brilliant digital

experiences which create value for each use case.

functionalities and microservices governance to streamline

the management, analysis and expansion of digital services;

●

Application Integration: Amplify provides access to

collection of pre-built integration scenarios via IPaaS

capacities;

●

To be able to offer its customers a unique digital experience to

tackle all of a major company’s integration scenarios, thanks to

a unified product and services catalogue, Axway has been

working since 2016 to ramp up its Amplify offering.

Managed File Transfer (MFT): Amplify helps manage the

largest critical data flows in a flexible and secure manner;

B2B-EDI integration: Amplify helps orchestrate business

interactions on all value chains in a company;

The Amplify platform, powered by APIs, brings together all the

players in a major organisation’s IT ecosystem around a

common set of tools. The teams in charge of applications and

their integration, developers, operators, architects or members

of the Board of Directors, within the company or with one of its

partners, use Amplify to make the use of data a competitive

advantage.

Mobile Integration: Amplify was designed to offer the

required flexibility for the ramp-up of mobile demand, thanks

to offers ranging from managed solutions to complete

real-time data control.

Amplify Securely Opens Everything

Management plane

Integration self-service, insight and automation

Discovery / flows / policy / telemetry

APIs, B2B Integration, Content Sharing, Events, Files transfers, Heritage systems

●

agility: single control plane to manage all vendor gateways

in the ecosystem providing automated visibility and

traceability of transaction flows;

The Amplify ecosystem

The Amplify platform is able to evolve the existing

infrastructure solutions of major organisations, and it

accommodates cloud, hybrid and on-premise architectures. Its

different components are distributed as Subscriptions or

Licenses to respond to the challenges of all types of

customers.

●

flexibility: hands-free visibility and governance, integration

with Axway and non-Axway infrastructure and gateways;

efficiency: automation that allows the management and

maintenance of the integrity of the catalogue and elimination

of long manual interventions;

In addition to the technological functionalities described

previously, the Amplify platform offers various high

added-value outcomes:

●

risk reduction: secure open event-based platform enabling

to processes to be automated and integrated with existing

processes, creating productive governance that accelerates

business.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Strategy and objectives

The Amplify offering is a major source of growth for Axway in

the years to come. Amplify commercial expansion enables

Axway to accelerate the evolution of its business towards

Subscription-based offers. This transformation offers the

Company the sustainability of a growing, more profitable

model, providing greater visibility in the medium term.

Intellectual property and Patents

At 31 December 2021, Axway had 51 patents (Issued and/or

Published) relating to its technologies and solutions. These

patents are filed mainly in the United States, in the security and

exchange integrity market segment. The Company’s business

as a whole is not specifically dependent on a particular patent

or technology.

1.3.2 Key events and changes in 2021

In 2021, in an economic and health context that remained

highly uncertain, Axway launched a new 3-year strategic plan

based on a strong product vision. There were a number of

important developments throughout the year:

year, the customer satisfaction indicator increased 4 points

compared to 2020, with a Net Promoter Score reaching 29;

●

Axway employee engagement remained strong despite the

turbulent environment. The Employee Engagement Score

was 66% for the year, once again reflecting the regular and

transparent dialogue established with all employees;

●

Axway strengthened its business model, aiming to capitalise

on its leader position in its most dynamic market, that of API

management. While the anticipated spread of APIs is now a

market reality, investment in Amplify over recent years has

made it one of the first offerings capable of addressing the

complex data governance issues faced by large

organisations. This vision has enabled the Company to

continue to win new customers at a sustained pace and has

largely fueled the business pipeline throughout the year;

●

Marketing investments were continued and bore fruit. The

digitalisation of events and campaigns did not prevent

Axway from interacting effectively with its existing

customers and prospects, as evidenced by the 25% growth

in Amplify's pipeline over the year.

During the year, Axway also strengthened its CSR programme,

evidencing quantified objectives defined with a timeline around

the three previously identified fundamental pillars: Employer,

Societal and Environmental. Using a range of key non-financial

indicators, Axway’s corporate responsibility ambitions are now

deployed in its long-term strategy and included in the

performance appraisal criteria adopted by the Company.

●

efforts to constantly improve the Axway customer

experience continued and were reflected in important

reorganisations. To strengthen the privileged partner

relationship that the Company seeks to offer each of its

customers, teams were created to unify a global vision by

product line. Several major contracts were won with

long-standing customers who were particularly satisfied with

the relationship of trust established with Axway. Over the

In addition, Axway recruited 204 new employees in 2021.

1.3.3 Next strategic priorities and ambitions for the future

Although Axway faced unusual buying trends in Q4 2021, this

range of key products grew over the fiscal year.

“Open Everything” vision

Axway has been recognised as

a major figure in the

While customer satisfaction remains an absolute priority in the

MFT, B2B and Digital Finance markets, and Axway plans to

maintain its recognised positions in its mature markets, the

highly differentiating added value provided by the Amplify API

platform is a growth driver for the Company, which will

therefore continue to invest to fuel its development.

infrastructure software and integration solutions market since

2001. To transform its customers’ IT data into a unique asset,

Axway offers a collection of innovative and flexible solutions

which provide rapid business benefits.

To create maximum value in their data ecosystems with their

customers, partners and employees, organisations must “Open

Everything” to securely integrate and move data across a

complex world of new and old systems.

At the same time, Axway aims to make the most of the

specialist solutions completing its software portfolio. An

in-depth review will be conducted in 2022 of certain niche

products that produce little growth and/or profit, so that the

Company can focus on growing its key products.

Maintain a growing and profitable model

through a focused product portfolio

2022 Targets & Outlook

Through several years of work and significant investment,

Axway has built its Amplify offering by leveraging the proven

capabilities of its API management offering, enhanced with

powerful integration tooling and support for complex

For 2022, Axway’s objective is to achieve organic revenue

growth of between 1% and 3%. The Company also aims to

improve its profitability, with a margin on operating activities of

between 12% and 14% of revenue for the year.

organisational structures. The Company also enjoys

historical leader position thanks to its MFT, B2B and Digital

Finance offerings which are leading solutions in their

respective markets.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 21

Axway and its business activities

Key figures and comments on the 2021 consolidated financial statements

●

In the medium term, Axway's ambitions remain:

to return to operating margin on business activity rates

above 15%;

●

to achieve revenue of €500 million through organic growth in

to sustainably increase earnings per share to above €1.

sales and through acquisitions;

Key figures and comments on the 2021 consolidated

financial statements

1.4

1.4.1 Key figures

2021

285.5

41.3

2020

297.2

43.7

2019

300

(in millions of euros)

Revenue

EBITDA

38.7

Profit on operating activities

As a % of revenue

32.9

30.8

25.9

11.5%

19.9

10.4%

17.6

8.6%

14.6

Profit from recurring operations

As a % of revenue

7.0%

5.9ꢀ%

17.6

4.9%

14.3

Operating profit

17.3

As a % of revenue

6.1%

5.9%

4.8%

5.4

Net profit – Group share

As a % of revenue

9.6

8.5

3.4%

2.9%

1.8%

21,225,381

0.25

Number of shares at 31 December

Basic earnings per share (in euros)

Diluted earnings per share (in euros)

Net dividend per share* (in euros)

Cash and cash equivalents

Total assets

21,633,597

0.45

21,351,066

0.40

0.43

0.38

0.24

0.40

25.4

16.2

21.1

582.9

424.6

55.8

559.3

422.9

54.7

568.8

442.7

60.6

Total non-current assets

Deferred income (current)

Shareholders’ equity – Group share

Net debt (cash)

372.2

36.5

355.5

24.0

362.6

21.6

Employees at 31 December

1,712

1,888

1,885

The distribution of a dividend of €0.40 per share will be presented to shareholders’ vote at the General Meeting of 24 May 2022.

1.4.2 Comments on the 2021consolidated financial statements

Profit from recurring operations was €19.9 million in 2021, or

7.0% of revenue, compared to 5.9% the previous year. It

includes amortisation of allocated intangible assets of €8.6

million and a share-based payment expense of €4.4 million.

Operating performance and activity

In 2021, Axway generated revenue of €285.5 million, down

2.7% organically and 3.9% in total. While the scope of

consolidation did not change during the year, exchange rate

fluctuations negatively impacted revenue by €3.7 million,

mainly due to the depreciation of the US dollar and the

Brazilian real against the euro.

Operating profit for the year was €17.3 million, or 6.1% of

revenue. Net profit for the period was €9.6 million, representing

3.4% of revenue compared to 2.9% (€8.5 million) in 2020 and

1.8% (€5.4 million) in 2019

Profit on operating activities improved for the second year in a

row, finishing at €32.9 million for the period, or 11.5% of

revenue, compared to 10.4% in 2020.

Finally, Basic earnings per share were €0.45 for the year, up

from €0.40 in 2020.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Key figures and comments on the 2021 consolidated financial statements

Revenue by business line

2020

Organic

Growth*

2021

18.6

Restated* 2020 Reported

Total Growth

-28.0%

(in millions of euros)

License

25.3

96.1

25.8

97.3

-26.6%

+18.9%

-12.9%

-4.9%

Subscription

Maintenance

Services

114.2

119.0

33.8

+17.4%

-13.9%

136.6

35.6

138.2

36.0

-6.0%

Axway Software

285.5

293.5

297.2

-3.9%

-2.7%

Revenue at 2021 scope and exchange rates.

License revenue was €18.6 million in 2021 (6% of total

revenue), an organic decrease of 26.6%. As customers favour

more than ever the economic and technological flexibility of

subscription offers, the License activity fell sharply over the

year as expected. This decline is explained in particular by the

drop in the number of significant contracts signed by the

company at the end of the year.

Maintenance revenue was €119.0 million in 2021, or 42% of

total revenue. As expected, and in line with the first nine

months of the year, the activity reported a full-year organic

decline of 12.9%. This trend is explained by the migration of

the value of certain maintenance operations to the

Subscription revenue line, as customers adopt more flexible

contractual models.

The Subscription activity generated revenue of €114.2 million

in 2021, with organic growth of 18.9% and 17.4% in total.

Having grown steadily over the past three years, the activity

now represents 40% of Axway's annual revenue. New customer

wins accelerated throughout the year for key products in

Axway's portfolio, including the Amplify API management

offering which won 51 new customers in 2021. Certain

specialised products operating in the cloud suffered from a

high attrition rate, slowing overall activity growth. Sales

performance over the period was satisfactory, as evidenced by

the signing of new subscription contracts for an annual

contract value (ACV) of €33.2 million, up 4.2% compared to the

very high comparison base in 2020.

Axway's recurring revenue, which includes Subscription and

Maintenance contracts, represented 82% of the Company’s

revenue in 2021, i.e., €233.2 million, an increase compared to

2020 (79%). This includes €51.5 million of upfront revenue,

recognised on the signing of Subscription contracts. Recurring

revenue also represented 93% of Axway’s product revenue

(Licenses, Maintenance and Subscription) over the year,

confirming the effective transition to recurring contracts, which

should offer better visibility and more stable forecasts from

2023.

Still impacted by the health crisis and associated restrictions,

the Services activity generated revenue of €33.8 million (12%

of total revenue) in 2021, down 4.9% organically. While activity

grew in some regions where remote services are possible, the

situation was much less favorable in most major European

countries and in the United States.

The Signature Metric therefore fell 2.2% in 2021.

Revenue by geographic area

2020

Organic

Growth*

2021

81.4

Restated* 2020 Reported

Total Growth

-12.9%

+8.1%

(in millions of euros)

France

93.5

62.9

93.5

62.3

-12.9%

+7.2%

-1.2%

Rest of Europe

Americas

67.4

119.4

17.3

120.8

16.4

125.3

16.1

-4.7%

Asia/Pacific

+7.4%

+5.8%

-2.7%

Axway Software

285.5

293.5

297.2

-3.9%

Revenue at 2021 scope and exchange rates.

France reported revenue of €81.4 million in 2021 (28% of total

revenue), an organic decline of 12.9%. In the country, at the end

of the year, several large deals were postponed, causing a

significant decrease in sales compared to the particularly high

comparison base of Q4 2020.

The Americas (USA & Latin America) generated revenue of

€119.4 million over the year (42% of total revenue), with an

organic decrease of 1.2%. Although not sufficient to

compensate for the decline in License activity, Subscription

activity accelerated significantly over the year as expected

(+18.4%).

The Rest of Europe region achieved organic growth of 7.2% in

2021, with revenue of €67.4 million, representing 24% of total

revenue. The robust momentum of the Subscription activity

(+50.9%) and the resilience of the License activity (+6.7%)

helped offset the decline in other activities.

Asia/Pacific achieved annual revenue of €17.3 million (6% of

total revenue), with organic growth of 5.8%. Thanks to growth

in excess of 20% in the Subscription and Services activities,

and more generally a return to normal business levels, Axway

enjoyed a good year in the region.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 23

Axway and its business activities

Key figures and comments on the 2021 consolidated financial statements

Comparison of fiscal years ended 31 December 2021, 2020 and 2019

2021

2020

297.2

25.8

2019

300.0

52.8

(in millions of euros)

Revenue

285.5

18.6

License

Subscription

114.2

119.0

251.7

33.8

97.3

59.6

Maintenance

138.2

261.3

36.0

146.7

259.1

40.8

Sub-total Licenses, Subscription and Maintenance

Services

Cost of sales

83.3

87.,6

24.9

88.4

23.4

License and Maintenance

Subscription

24.6

27.0

28.3

26.7

Services

31.7

34.4

38.3

Gross profit

202.3

70.8%

169.4

89.0

209.7

70.5%

178.8

92.9

211.5

70.5%

185.6

99.1

As a % of Revenue

Operating expenses

Sales costs

Research & Development expenditure

General expenses

Profit on operating activity

As a % of Revenue

55.3

60.4

61.3

25.0

25.5

25.1

32.9

30.8

25.9

8.6%

11.5%

10.4%

Development expenses after several years of major

investment, enabled a €2.1 million improvement in profitability

despite the fall in business volume.

Cost of sales and gross margin

In 2021, in an economic and health context that remained

highly uncertain, the Company was particularly agile and

successfully adapted its organisation and resources. Cost of

sales fell 4.9%, consistent with and slightly above the 3.9%

decrease in revenue.

Operating expenses fell €9.4 million (-5.3%) on 2020, due to a

decrease in sales costs of €3.9 million (-4.2%) and research

and development expenses of €5.1 million (-8.4%).

Sales costs totalled €89.0 million in 2021 and represented

31.2% of revenue, compared with €92.9 million in 2020 (31.2%

of revenue). This decrease in costs in absolute terms is mainly

due to a contraction in commission and bonuses tied to the fall

in business volume. In addition, the cancellation of marketing

events and the reduction in travel expenses in the context of

the health crisis generated savings of €0.6 million.

The gross margin therefore continued to improve, reaching

70.8% of revenue in 2021.

The License and Maintenance gross margin fell -3.5% on 2020

due to a €26.4 million decrease in revenue. Costs remained

stable year-on-year.

In 2021, the Subscription gross margin improved significantly

to €87.2 million, or 76.4% of revenue, a robust rise of +26.3%.

In 2020, this margin was €69.0 million, or 70.9% of revenue.

This strong margin was generated thanks to a 17.4% increase

in Subscription revenue combined with a 4.5% decrease in

costs (hosting costs and salaries).

Research and development investment fell thanks to optimised

management, with expenditure totalling €55.3 million, or 19.4%

of revenue. This represents a decrease on 2020 expenditure of

€60.4 million (20.3% of revenue).

Research and development expenses are down €5.1 million.

Savings were realised following the departure of employees

not replaced of €2.9 million and the push back of recruitment.

In addition, expenses relating to external structure personnel

fell €1.1 million, with further savings of €0.9 million, notably in

travel expenses.

The Services gross margin improved 39.3% year-on-year,

despite a €1.8 million fall in revenue. In 2021, the Services

gross margin reached 6.4%, compared to 4.3% a year earlier.

This additional margin is mainly due to

a -€0.9 million

reduction in salary costs following a contraction in the number

of employees and a decrease in sub-contracting costs of -€1.1

million.

General expenses totalled €25.0 million and represented 8.8%

of revenue, stable on 2020 (€25.5 million).

Operating expenses

Profit on operating activities was €32.9 million, representing

11.5% of revenue, compared with 10.4% in 2020. Optimised

Balance Sheet and financial structure

At 31 December 2021, Axway had a solid financial position,

with cash of €25.4 million and bank debt of €61.8 million.

cost management and the expected fall in Research

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Comments on the Axway Software SA 2021 annual financial statements

Comments on the Axway Software SA 2021

annual financial statements

1.5

The financial statements described below are those of Axway Software SA. They present the financial position of the parent

company, strictly speaking. They do not include the financial statements of the Group’s subsidiaries, unlike the consolidated

financial statements.

1.5.1 Income Statement

2021 revenue increased 6.3% on 2020. Revenue from

non-Group customers rose 0.8% (License +26.9%, Maintenance

-44.1%, Services -49.6%, Subscription +127.9%) while

inter-company revenue increased 10.7%.

increased reversals of provisions for current accounts of

+€5.3 million. Financial expenses fell significantly due to a

-€4.5 million decrease in the provision for foreign exchange

losses.

The operating loss was -€12.3 million in 2021, compared with

-€16.7 million in 2020. Despite savings in seminar costs

(-€1.4 million), with most seminars held remotely due to

The pre-tax current loss improved from -€20.4 million in 2020

to -€8.2 million in 2021.

The net exceptional expense was -€4.7 million in 2021,

compared with -€4.9 million 2020. Exceptional expenses were

impacted this year by Workday software implementation costs

of €1 million. Commercial debt waivers were granted again this

year to eight of our subsidiaries given their difficult net position

for a total of €4.2 million, down -€0.5 million on 2020.

COVID-19 health circumstances and

reduction in

telecommunication costs (-€0.7 million) with increased

working from home, operating expenses increased

significantly. In particular, expenses relating to inter-company

transactions rose +€8.1 million and IT maintenance costs rose

+€1.5 million.

Employee profit-sharing totalled €0.8 million in 2021,

compared with €0.9 million in 2020.

The net financial income (expense) improved from a net

expense of -€3.6 million in 2020 to net income of +€4.1 million

in 2021. The main movements in this heading comprised a fall

in dividends received from subsidiaries of -€1.8 million, and

The 2021 net loss was -€7.8 million, compared with

-€12.8 million in 2020.

1.5.2 Balance sheet

Shareholders’ equity fell from €243.9 million at 31 December

2020 to €229.6 million at end-2021.

Other receivables, prepayments and accrued income fell

-€7.5 million year-on-year, with lower translation adjustments

on USD-denominated receivables and payables due to a more

favourable USD exchange rate this year (including -€4.3 million

on Axway Inc. current account receivables). Tax receivables

also fell - €2.2 million due in part to research tax credits which

decreased -€1.7 million on 2020.

This decrease was due to the appropriation of the 2020 net

loss of -€18.2 million to retained earnings, and the partial use

of discretionary reserves for the payment of dividends in the

amount of €8.5 million.

The -€3.4 million decrease in intangible assets and property,

plant and equipment is due to IT equipment scrapped and

licences that are now obsolete.

Cash and cash equivalents increased +€15.8 million. In

October 2021, a contract was signed with CM-CIC to perform

share buybacks for the purpose of the employee free share

grant plan. Share buybacks totalled €9.5 million at the end of

December 2021. A €24 million credit facility was used to offset

these share buybacks estimated at €16.5 million.

The +€2.3 million increase in non-current financial assets

follows an increase in receivables from equity investments

relating to our subsidiary in Ireland of +€2.2 million. The

March 2021 creation of a new entity, Axway Switzerland, with a

share capital of CHF 20 thousand (€18 thousand) increased

the value of equity investments, as well as receivables from

equity investments in the amount of €0.4 million.

Bank balances increased by +€6.5 million.

Provisions increased by +€16.4 million. A total of €21.6 million

was provided for the purchase of treasury shares for

distribution under the free share plans. At the same time, due

to a decrease in unrealised foreign exchange losses, the

provision for foreign exchange losses was also reduced by

-€4.9 million.

The +€13 million increase in Trade receivables was mainly due

to the increase in inter-company accrued income of

+€21.1 million (including €17.7 million rebilled in respect of

free shares to be granted); alongside a -€5.6 million decrease

in customer receivables (France customers: -€4.5 million and

export customers: -€1.3 million). The debt waivers granted to

our subsidiaries contributed -€2.3 million to the reduction in

trade receivables and -€1.9 million to the reduction in accrued

income.

The repayment of loans from BPI and Banque Populaire

enabled a -€2.4 million decrease in financial debt. At the same

time, two new drawdowns on the RCF were also performed for

a net amount of €24 million. Loans from equity investments

also decreased -€3.9 million.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 25

Axway and its business activities

Comments on the Axway Software SA 2021 annual financial statements

The +€6.8 million increase in Trade accounts payable was due

in part to an increase in inter-company accrued expenses of

-€4.5 million (+€0.8 million for cloud costs, +€0.9 million for

purchase priced maintenance costs and +€2.0 million for R&D

costs). Unpaid suppliers invoices also increased at the year

end by +€2.4 million.

Tax and employee-related payables fell -€5.2 million.

Employee-related payables decreased -€4.0 million (notably

due to commission and bonuses, including social security

contributions) and tax payables fell by -€1.2 million.

Related-party transactions are described in Chapter 4,

Section 2, and in Chapter 5.14.1 “Related-party transactions” of

this Universal Registration Document.

Pursuant to Article D. 441-6 of the French Commercial Code, trade accounts payable at 31 December 2021 break down as follows:

Article D. 441-6: Unpaid invoices received past due at the fiscal year-end

0 days

(A) Late payment brackets

Number of

1 to 30 days

31 to 60 days

61 to 90 days

91 days and over

Total 1 day and over

invoices

159

135

Total amount of

invoices excluding

VAT

2,582,711.29

281,639.86

0.26%

990,629.52

0.90%

211,075.04

0.19%

4,353,890.96

3.97%

5,837,235.38

Percentage of

total purchases

for the fiscal year,

excluding VAT

2.35%

5.32%

(B) Invoices excluded from (A) regarding disputed or unrecognised debts and receivables

Number of

excluded invoices NONE

Total amount of

excluded invoices NONE

Payment terms of

reference used to Statutory period:

calculate late

payments

30 days from the

invoice date

Trade receivables break down as follows:

Article D. 441-6: Unpaid invoices issued past due at the fiscal year-end

0 days

(A) Late payment brackets

Number of

1 to 30 days

31 to 60 days

61 to 90 days

91 days and over

Total 1 day and over

invoices

542

539

Total amount of

invoices

excluding VAT

20,207,412.71

1,045,825.71

0.63%

2,529,976.10

1.51%

484,152.43

0.29%

7,983,510.74

4.77%

12,043,464.97

Percentage of

total purchases

for the fiscal year,

excluding VAT

12.08%

7.20%

(B) Invoices excluded from (A) regarding disputed or unrecognised debts and receivables

Number of

excluded invoices NONE

Total amount of

excluded invoices NONE

Payment terms

of reference used Statutory period:

to calculate late

payments

30 days from the

invoice date

Invoices issued and past due more than 91 days are mainly inter-company receivables.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway and its business activities

Axway Software at a glance

1.7

Company name

The Company name is Axway Software.

The registered office is located at PAE Les Glaisins, 3 rue du Pré-Faucon, 74940 Annecy, France. The Company also

has four secondary establishments located at Tour W 102 Terrasse Boieldieu, 92085 Paris La Defense Cedex,

France and 23 rue Crepet, 69007 Lyon, as well as 23 rue Matabiau, 31000 Toulouse and 35 chemin du Vieux Chene,

38240 Meylan. The head office is located at 16220 N Scottsdale Rd. Suite 500, Scottsdale AZ 85254, USA.

Place of registered office

Axway has a website dedicated to its shareholders and investors, www.investors.axway.com. The information

presented on this website is not an integral part of this Universal Registration Document, unless expressly

incorporated by reference.

Shareholders and investors

website

Date of incorporation and

Company term

The Company was incorporated on 28 December 2000 for a term of 99 years. The Company’s term will therefore

expire on 28 December 2099 unless it is dissolved before that date or the term is extended.

Legal status and applicable

legislation

Axway is a French law public limited company (société anonyme). It is therefore governed by all the texts applicable

to commercial companies in France and particularly the provisions of the French Commercial Code.

Trade and Companies Register Annecy Trade and Companies Register under number 433 977 980. Its APE code is 5829A.

LEI

96950022O6SP7FQONJ77.

433 977 980 00047

SIRET

Corporate purpose (Extract from Article 2 of the Articles of Association)

“The Company’s purpose in France and abroad is:

the publishing, sale, distribution, installation and maintenance of all types of software packages, the design and development of any software

programme, the integration of any IT system, the sale of any IT systems and hardware, and the provision of any related services, training, consultancy

and hosting;

the Company’s, direct or indirect involvement, by any means, in any transaction connected with its purpose by means of the incorporation of new

companies, transfer of assets, subscription or purchase of securities or ownership interests, merger or otherwise, creation, purchase, leasing, lease

management of any business goodwill or premises; the registration, purchase, use or disposal of any processes and patents connected with these

activities.

And, in general, all industrial, commercial, financial, procedural, movable property or real-estate transactions that may be directly or indirectly related

to the corporate purpose or any similar or connected purpose.”

Documents available for consultation

Axway Software’s Articles of Association, the minutes of General Meetings and the reports of the Board of Directors to the General Meetings, Statutory

Auditors’ reports, the financial statements for the last three fiscal years and, more generally, all documents sent to or made available to shareholders

pursuant to prevailing laws and regulations may be consulted at Tour W 102 Terrasse Boieldieu, 92085 Paris La Defense Cedex, France.

Where applicable, these documents are also accessible on Axway’s website www.investors.axway.com which notably contains regulated information

published in accordance with Article 221-1 et seq. of the AMF General Regulations.

Axway’s Ethics charter and Securities Trading Code of Conduct can also be consulted on Axway’s website at the following link:

https://investors.axway.com/en/bylaws-regulations-agreements.

Fiscal year

The Company’s fiscal year commences on 1 January and ends on 31 December of each year.

Axway’s Organisation

1.8

Axway’s governance structure is detailed below in accordance

with Article L. 225-37-4 of the French Commercial Code.

Axway’s governance structure consists of a Chairman, a Chief

Executive Officer and a Board of Directors.

This organisational structure is supported by a permanent

operational and functional structure as well as temporary

structures for the management of particular businesses and

projects.

1.8.1 Permanent Structure

Axway’s permanent structure comprises a management body,

an organisation based on the main operating functions and

functional structures.

Executive Management

Executive Management comprises the Chief Executive Officer

and the Executive Committee (ExCom).

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Axway’s Organisation

The ExCom comprises the Chief Executive Officer, the Heads

of the major operating entities and the Heads of the functional

structures.

National sales subsidiaries are responsible for managing local

customers: sales relationships, invoicing and debt collection.

These subsidiaries benefit from the support of cross-functional

programmes organised at Axway level, which aim to

coordinate the operations of certain customer groups

(sector-based approaches, key account approaches) or certain

products/services (notably Amplify).

The members of ExCom are responsible for strategy

development and supervise the organisation and management

system, as well as major cross-functional initiatives.

The Board of Directors

Functional structures

The Company’s Board of Directors is composed of 14 directors

(nine of whom are independent directors). The directors

elected Pierre Pasquier as Chairman at the Board meeting of

28 July 2015. Information on the Board’s organisation and

working procedures is presented in Chapter 4, Section 1.2 of

this Universal Registration Document.

The Functional Departments (Corporate Secretary, Finance,

Logistics, People and Culture, Communication, IT Resources,

Internal Information Systems, Legal Affairs) are centralised.

They contribute to overall Axway cohesiveness ensuring

commitment to Axway’s core values and serve the operational

entities. They report directly to Executive Management.

The functional structures standardise the management rules

(IT resources, IT systems, financial reporting, etc.) and monitor

the application of policies and rules.

Operational departments

The operational departments make up Axway’s value chain and

participate in the processes of defining, producing and selling

Axway’s products and services. They consist of:

In this manner, they contribute to overall supervision and

enable the operational entities to focus on business.

●

the Marketing Department, which carries out upstream

strategic analysis (markets, competition) and processes

involved in bringing products and services to the market;

Axway’s corporate social responsibility

structure

●

the Innovation, Product Management and R&D Departments,

which oversee product innovation, development and

maintenance and subsequent upgrades;

In support of its stakeholder responsibility policy and in

accordance with the recommendations of the Middlenext

Governance Code updated in 2021, Axway strengthened its

corporate, social and environmental responsibility (CSR)

framework within its governance bodies and internal teams.

●

the Global Customer Services Department which provides

customers with telephone assistance and support, and the

Professional Services teams, who provide support for users

in integrating and implementing the solutions sold and

provide assistance in using them;

Within the Board of Directors and its committees:

●

CSR is included on the agenda of the Appointments, Ethics

●

the Sales Department, which consists of the Company’s

sales teams.

and Governance Committee, renamed the Appointments,

Governance and Corporate Responsibility Committee.

These global departments have regional and/or national

structures below them:

Within Executive Management:

●

Patrick Donovan, Chief Executive Officer, leads the CSR

●

regional marketing operations (EMEA, Americas, APAC);

policy and defines the roadmap in monthly Committee

meetings with the Human Resources Director, Head of

Investor Relations and the CSR Coordinator;

●

development and support centres (France, North America,

Ireland, Romania, Bulgaria and India);

●

sales subsidiaries (sales and services in eight countries in

●

the main social, societal and environmental indicators are

Europe, the Americas and Asia).

included and measured as part of the Company’s

performance.

This structure ensures that strategies and processes are

consistent and harmonised, while providing the necessary

proximity to Axway customers and markets.

With dedicated internal teams:

●

the CSR working group, in place for a number of years now,

Each department is allocated resources and assigned budget

targets, which they are responsible for managing. Progress

towards the achievement of targets is assessed on a monthly

basis, with weekly control points for sales and services and

monitoring of major customer accounts.

comprises representatives of the Financial Communications

department who coordinate CSR, Legal, Human Resources,

Pre-sales, Purchasing and IT activities. It drafts and monitors

the CSR programmes;

●

the network of correspondents present in Axway’s

subsidiaries and responsible for gathering social, societal

and environmental data in line with the CSR roadmap.

1.8.2 Temporary structures: businesses and projects

●

Axway’s organisation must retain flexibility in order to adapt to

changes in its markets and ensure the successful completion

of projects.

within a national sales unit; or

●

under the responsibility of a management entity, acting in

concert with other entities (sales entity for local commercial

support, expert product assistance, etc.).

Projects are handled by temporary teams and are supervised:

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 29

Axway and its business activities

Recent developments

Each project must be organised and operated based on

fundamental objectives: customer service, economic success,

and contribution to Axway general growth.

The main development programmes for the various product

lines use resources and expertise from different development

centres, under the responsibility of a Programme Manager.

Recent developments

1.9

On 19 January 2022, Axway issued

announcing the adjustment of its annual forecast for fiscal

year 2021:

press release

have not yet been finalised or audited, suggest that annual

revenues will be in the order of €285.5 million, representing an

organic decline of approximately 2.7%.

“Paris, 19 January 2022 - In compliance with Regulation (EU)

No. 596/2014, Axway (Euronext: AXW.PA) is adjusting its

annual revenue forecast for the 2021 financial year. Although

Axway is able to confirm its annual profitability target of an

operating margin on business activity of at least 11.0% of its

revenue, the Company announced today that the total revenue

will not meet the expected organic growth.

After growing by 2.0% over the first nine months of the year,

Axway’s activity declined by 13.5% in Q4 2021. Over the period,

several deals have seen their schedules postponed or their

budgets reallocated. Some major clients and prospects,

exposed to significant recruitment difficulties in their IT and

administrative teams, did not launch the expected projects.

These labour shortages could continue through fiscal year

2022.”

While the Company was anticipating organic revenue growth of

between 2.0 and 4.0% in 2021, preliminary estimates, which

Provisional financial timetable

1.10

Event

Date

Publication/Meeting

Publication of Q1 2022 revenue

Thursday 28 April 2022

Press release (before market opening)

Shareholders’ Meeting (2.30 p.m. CET) - Etoile Business

Center - Paris

General Meeting

Tuesday 24 May 2022

Press release (after market closing)

Analysts virtual conference (6.30 p.m. CET)

Press release (before market opening)

Publication of H1 2022 results

Publication of Q3 2022 revenue

Tuesday 26 July 2022

Thursday 20 October 2022

Financial Communication

and Investor Relations Contacts

1.11

Axway Software – Tour W, 102 Terrasse Boieldieu 92085 Paris La Défense Cedex, France

Arthur Carli, Head of Investor Relations & Financial Communication

Tel.: + 33(0)1 47 17 24 65 / email: acarli@axway.com

Sylvie Podetti, Financial Communication & CSR

Tel.: + 33(0)1 47 17 22 40 / email: spodetti@axway.com

Rina Andriamiadantsoa, Financial Communication

Tel.: + 33(0)1 47 17 24 04 / email: randriamiadantsoa@axway.com

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Risks and Control

Risk factors

AFR

NFPS

Risk factors

2.1

2.1.1 Risk identification and assessment

Axway operates in

constantly changing business

each risk may affect Axway, as well as information on how this

risk is managed.

environment. The Company is exposed to risks, financial and

non-financial, internal and external, which if they materialise

could have a negative impact on its activities, financial results,

reputation or jeopardise the achievement of its objectives.

Other risks, which Axway is not aware of or currently considers

to be of lesser importance, may also have a negative impact. In

particular, additional information is provided on sensitivity to

foreign exchange rate and interest rate risks in Chapter 5.

Risk mapping is the approach allowing to identify and assess

risks. All the domains of activity in the organisation were

discussed with the risk owners and members of the Executive

Committee, to identify the main threats and draw up a detailed

description of each corresponding risk. These were assessed

based on their probability of occurrence and their potential

impact on business. This assessment takes account of all

mitigation measures already implemented and effective (“net

risk”).

While Axway cannot ensure that all risks will be eliminated, risk

management and the internal control system seek to identify,

qualify and mitigate risks. They are described in Section 2 of

this Chapter.

The COVID-19 pandemic created an uncertain environment,

and impacted Axway’s business, by exacerbating some of the

already existing risks reported below. However, the actions

taken by the Company minimised the adverse repercussions of

this global crisis on its activity and organisation.

Based on this work, the most material net risks for the

Company were extracted and are presented hereafter. This

Section presents the main risks factors to which Axway

considers it is exposed. Explanations are provided on how

Risk mapping as well as risk factors were validated by

Executive Management and examined by the Board of

Directors’ Audit Committee.

AFR

2.1.2 Main risks

Risk categories

Main risks

Criticity

●

Risks of lack of innovation and failure to anticipate market trends

High

Risks relating to

Axway’s market

●

Risks relating to the go-to-market of products and solutions

High

Risks of customer base erosion and non-renewal of Maintenance or Subscription contracts

Risks relating to attracting, developing, engaging, recognising and retaining talents

Risks of technical defects in product development and production errors

Medium

High

Risks relating to

Axway’s business and

organisation

Medium

●

Information, software and internal applications security risks

Intellectual property protection risks

High

Security risks

Medium

Regulatory compliance risks

Legal and compliance

risks

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Risk factors

2.1.3 Risks relating to Axway’s market

Risks of lack of innovation and failure to anticipate market trends

Risk description

Risk management process

Continuous investment in innovation

CRITICITY :

Constantly evolving market

Technology innovation is a constant feature of the market in which

Axway operates. Its commercial success lies mainly in its ability to

deliver innovative products and solutions to satisfy the needs of its

customers.

Axway constantly invests to develop new innovative offers and

solutions for its customers. The Company continues to focus its efforts

on delivering the agility and functionalities expected by customers.

It pays even greater attention to its proximity, transparency and

communication with customers, to better understand their

expectations and anticipate market trends. Axway’s product strategy is

clearly established: streamline the solutions portfolio to prioritise R&D

investments and focus on an innovative and high-quality offering. In

addition, the Company works closely with its key customers to explore,

develop and implement new and revised offers that could have wider

use cases.

Axway must therefore be able to anticipate any developments in

technology likely to be desired by the market and the expectations of

its customers. Axway must offer a range of solutions perceived by its

customers as different or innovative compared to existing

applications, with financial conditions that the market will accept.

Customers also desire technical agility, with the possibility to use

apps in the cloud and/or on premise, deploying them easily on

a variety of devices.

Strengthened teams

Axway can make no assurance that the new applications developed

fully meet market expectations. The inability to develop the right

vision on innovation, leading to inadequate product portfolio strategy

and design, could lead to failure to satisfy the present and future

business needs of customers and prospects.

Axway has strengthened the Product Management team, under the

supervision of its EVP

– Product, a permanent member of the

Executive Committee. Under his leadership, this team enhances

governance over product strategy, product lifecycle and release plans.

To better anticipate technological or architectural shifts in the

customers’ environments, Axway has set up an incubation team in the

CTIO (Chief Technology & Innovation Officer) Office. The CTIO and

incubation team are tasked with discovering, assessing, and testing

new approaches or solutions that could drive long-term growth.

Increased competition

Similarly, Axway can make no assurance that other alternative or rival

technologies will not be developed. These technologies could gain

substantial market shares and restrict the Company’s ability to

successfully sell its software and services. The competitive

environment together with market pace and dynamics are evolving

faster than ever. This could result in the inability to deliver innovative

digital transformation solutions. The risk is even higher as Axway’s

market has concentrated and it competes with other companies with

significantly greater resources.

In addition, Axway regularly assesses external growth opportunities

through the selective acquisition of new or complementary

technologies. Acquisitions may be deemed necessary in the future to

achieve Axway’s ambitious strategic objectives, and strengthen its

technology innovation, product portfolio, skills and/or customer base.

Potential impact on Axway

The occurrence of this risk may lead to a rise in costs, a decline in

sales and, more broadly, a significant negative impact on Axway’s

results.

CRITICITY :

MEDIUM

HIGH

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 33

Risks and Control

Risk factors

Risks relating to the go-to-market of products and solutions

Risk description

Risk management process

CRITICITY :

Recognition by the market and brand strategy

Strategic alignment of team

By launching new offerings, Axway supports the transition of its

activity towards the Subscription business model. These changes

must be accompanied by strong go-to-market initiatives.

Synergy between the various departments is a priority for Axway.

Continuity between the innovation, product management, product

marketing, go-to-market, sales and customer experience processes

was improved through strong governance and the involvement of the

Executive Committee and its main Directors. All the teams, particularly

sales and marketing, are fully aligned and focused on achieving the

Company’s strategic objectives.

Axway’s business heavily depends on its ability to gain market

recognition as a player offering products and services that deliver

quality, security, innovation, and business outcomes to its customers.

The inability to gain this recognition from customers, prospects,

market analysts, and partners could prevent Axway from achieving its

objectives.

Added value provider

Growth objectives notably place a greater emphasis on the commercial

and technical value Axway provides to its customers. Axway has

developed information campaigns in recent years, presenting specific

examples of customer success and business added value. Axway has

This requires Axway to develop its brand and deliver its brand

strategy through clear and impactful communication, by conveying

an appropriate image of the Company. Axway must translate its

strategy in the right message, adapted to each targeted audience.

reinforced its positioning as

a technical expert providing critical

business outcomes to its customers. Ongoing exchanges with

customers, through frequent satisfaction surveys, enable customers’

needs to be understood and better met. Axway is therefore able to

deliver real added value, by proposing the right product to the right

customer. The Company is also converting its current installed base to

provide customers with access to new innovative solutions.

Return on investment

It may be difficult for Axway to make its voice heard in a market

dominated by major IT software and service players with substantial

marketing power.

In such a competitive environment, the return on investment of

the various actions to generate demand and identify commercial

opportunities is not guaranteed. The sales and marketing efforts may

be insufficient to generate enough interest from potential customers,

obtain customer references, promote customer successes,

demonstrate the added value of the proposed solutions, and finally to

transform opportunities into an actionable pipeline and generate

business by acquiring new customers.

Market analysts

Axway has also successfully bolstered its relationship with market

analysts, demonstrating its valid vision and well-executed strategy. In

particular, Axway has been recognised as a leader in Gartner's 2021

Magic Quadrant^™for Full Life Cycle API Management, for the sixth time.

Alliances and partnerships

Failure to build, develop and manage strong alliances and

partnerships in order to access new markets, new customers and

high-level personas in customer organisations could hinder

the Company’s growth.

Potential impact on Axway

The occurrence of this risk may lead to a slowdown in business,

a decline in sales and, more broadly, a significant negative impact on

Axway’s results.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

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Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Risk factors

Risks of customer base erosion and non-renewal of Maintenance or Subscription contracts

Risk description

Risk management process

CRITICITY :

Importance of recurring revenue

Critical applications for customers

The recurring revenue generated by Maintenance and Subscription

contracts accounts for a significant and growing portion of Axway’s

business, representing more than 80% of 2021 revenue.

This transition towards Subscription business models has been more

rapid than expected, demonstrating the demand of customers and

prospects for these business models.

The majority of Axway’s major applications, once fully adopted by

customers, are critical for their operational activities. They become an

integral part of the services proposed internally or to their own

customers.

Non-renewal by customers can have a significant negative impact on

their activities, resulting in a low attrition rate for these applications

once effectively deployed.

This provides a certain visibility on the Company’s future revenue but

requires constant efforts to avoid the non-renewal of Maintenance or

Subscription contracts (churn). The Company’s ability to retain and

expand its customer base is instrumental in maintaining and growing

its revenue.

Axway strives to promote the adoption of its solutions and the renewal

of its contracts to accompany its customers “From start to forever”.

This customer life cycle-based approach strengthens the customer

partnership and promotes a relationship of trust.

In this context, Axway must fully satisfy customer expectations and

needs, by offering high-quality products and forging trustworthy

relationships. A poor alignment of the teams in direct contact with

customers, particularly the Sales, Services and Support teams, could

be detrimental to the customer experience, which is key to

satisfaction and loyalty. This is especially true for Support services,

which need to deliver the right level of expertise and technical

assistance to quickly remediate production or security incidents.

Customer experience and satisfaction

The success of applications often depends on more than just the

intrinsic quality of the technology. Customer satisfaction and loyalty

also originate from the quality of the interactions to support them over

the long-term. To this end, Axway has teams dedicated to the customer

experience and customer success to develop the relationship over time

and forge long-term customer trust. Axway has adopted tools designed

to proactively monitor, anticipate, and manage Maintenance and

Subscription renewals. The Company has a dedicated team to manage

the renewal business.

Measurement of usage and product adoption

In a consumption-based business model, the ability to measure

usage and adoption of products by customers is critical to renewing

and expanding business. In this new model, internal systems,

infrastructures, and internal processes must be adapted to cater for

these new means of production, sales, and operations. These new

tools and processes require investment and team reorganisation.

Improving the customer experience is central to Axway’s strategy. The

Company constantly monitors the success of its solutions and of its

customer support activity, through satisfaction surveys.

In particular, the Net Promoter Score is used to measure customer

loyalty. The results of these surveys are used to implement corrective

actions to further improve the customer experience and maintain a

high level of overall customer satisfaction. These metrics are

monitored by the Executive Committee and included in the variable

compensation of most employees.

Potential impact on Axway

The non-renewal of Subscription and Maintenance contracts by

numerous customers could have a significant negative impact on

Axway’s results.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 35

Risks and Control

Risk factors

2.1.4 Risks relating to Axway’s business and organisation

Risks relating to attracting, developing, engaging, recognising and retaining talents

Risk description

Risk management process

Talent management

CRITICITY :

Rare and sought-after expertise

Axway operates in a highly competitive environment, with some

particularly rare and sought-after expertise. This creates significant

employee mobility and makes certain experts hard to find or retain.

In this context, the Company may encounter difficulties in attracting,

recruiting and retaining talent. Given the complexity of its

applications, Axway’s continued success mainly depends on its

ability to ensure the harmonious management of its Human

Resources. Axway has to build the loyalty and grow the staff

members who boast the critical expertise required for its success,

and who have a good understanding of the approaches to the use of

a given software.

Axway has set up comprehensive programmes to attract, develop,

engage, recognise and retain talents.

The in-house recruitment team ensures the ability to attract

sought-after profiles depending on the skills needed.

Axway recognises talent and builds loyalty for the long-term. The

People & Culture team performs an annual review of its talent pool with

the involvement of all managers, to assess not only the performance

but also the potential of each employee. Through this Talent Review

exercise, Axway identifies potential and necessary career

developments.

These actions also allow an individual career and development plan to

be built, and training needs to be identified. The Axway University team

proposes numerous training modules. This offering is constantly

renewed, notably on the evolution of Axway products. The Company

also encourages greater flexibility between jobs and more transparent

managerial communication to share and explain strategy and

associate teams via more participative methods.

significant reduction in the number of highly experienced

employees, especially through their move to a competing company,

could weaken certain activities. Such losses could diminish the added

value delivered by Axway in terms of customer service and product

quality or could require a significant amount of outsourcing to meet

the commitments made to customers.

Attrition risk reinforced by the pandemic

Finally, a free share plan, decided in 2019 was delivered in 2022,

benefiting all employees.

The worldwide pandemic context which affected the whole economy

specifically impacted the labour market. With the uncertainty linked

to the pandemic, employees were generally reluctant to quit their

current company in 2020. The context changed in 2021 with a

notable catch-up effect. Thus, it is more than ever necessary to

ensure the harmonious management of human resources, to favour

employee engagement and loyalty.

Measurement of employee engagement

Employee involvement and engagement are also considered to be an

essential performance lever. Axway conducts

a yearly survey to

measure employee engagement. The last survey in the fourth quarter

of 2021 obtained an engagement score of 66%. This result is down

slightly compared to 2020, a record high since these surveys began,

but remains well above the objective of 60%. Actions are monitored at

the highest level to further improve motivation and manage

socio-environmental concerns.

Potential impact on Axway

The occurrence of this risk may lead to a slowdown in activity, a loss

of reputation, an increase in labour and recruitment costs and, more

broadly, a significant negative impact on Axway’s results.

These efforts to improve appeal, loyalty and talent development helped

control the attrition rate in recent years and enabled the continued

recruitment of several key positions.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

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Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Risk factors

Risks of technical defects in product development and production errors

Risk description

Risk management process

Quality control

CRITICITY :

Product complexity

Research & Development teams must have the capacity to reflect

strategy and vision in the development and delivery of product

features and functionalities, with adequate design choices.

The allocation of Research & Development resources has to find the

right balance, by both promoting innovation and ensuring the

sustainability of existing products, thus not jeopardising the installed

base and recurring revenue.

The aim of the quality controls conducted by Axway’s Research &

Development department is to industrialise the product development

chain, through automated, consistent and continuous integration of

product modifications. From product development to release, the

development cycle must ensure source code quality, regression testing,

continuous integration as well as repository, build and backlog

management. This quality requirement also concerns the deployment

of solutions and the management of migrations and upgrades, whether

in the cloud or on premise.

The Company’s applications are complex software engineering

components, often made up of several million lines of code. Like any

other company in its market, Axway can make no assurance that

the software developed and integrated has no errors or defects.

Axway conducts quality assurance tests on all its new applications and

on all new versions and updates of existing applications. These quality

controls, supporting control environment and continuous improvement

process ensure, to the best extent possible, the prevention, detection

and management of errors and technical defects.

Any losses caused by an error, performance defect or security breach

could result in emergency corrective measures that generate

substantial production cost overruns. Such problems may also result

in claims for damages from customers or an increase in

maintenance or warranty costs for Axway.

Incident management

Axway has adopted

a general approach for the tracking and

Cloud environments

management of performance and reliability incidents. In cloud

environments, the launch and operation of applications is constantly

monitored to ensure the continuity of customer activities.

The risk is even greater due to the growth in cloud activities. Axway

applications are often used in complex and critical operating

environments, processing several millions of individual transactions.

In addition, an error or defect in a cloud application could create a

disturbance for several customers sharing the same cloud

environment.

With regard to its customers, the Company undertakes to comply with

its standardised support and service level maintenance procedures

that are available on its website.

Axway also has professional indemnity and operations insurance

coverage. This insurance covers all entities for the financial impacts

arising from civil and professional indemnity claims in connection with

their activities, due to material or immaterial physical damage or harm

caused to third parties. The overall contractual claim limit is €30 million

per year of insurance.

The management of cloud environments must prevent production

errors in order to meet the SLA (Service Level Agreements) and

provide reliability, agility and availability for the delivery of the

solutions in a cost-efficient manner.

Finally, the availability in the cloud of Axway legacy products requires

significant investments to enable easier scalability and updates.

Potential impact on Axway

The occurrence of this risk may damage the Company’s reputation,

lead to legal proceedings with the customers concerned and, more

broadly, have a significant negative impact on Axway’s results.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 37

Risks and Control

Risk factors

2.1.5 Security risks

Information, software and internal applications security risks

Risk description

Risk management process

CRITICITY :

Increasing cybersecurity threats

Product security

Axway operates in a market notable for very rapid technological

changes, thereby constantly exposing it to IT or industrial hacking

risks and IT virus attacks.

The security of products and solutions is foremost in Axway priorities.

A dedicated products and solutions security team ensures that the

imposed rules (Secure Software Development Lifecycle) are observed.

This team ensures that Axway meets all security requirements in

the development of its products and keeps up with increasing security

threats. Security tests must be successfully completed before the

release of each product. Proactive and corrective vulnerability controls

are constantly performed.

Security threats linked to cyber-crime are increasing and specifically

targeting Axway’s industry. Despite the measures implemented, the

Company can make no assurance to its customers that there will be

no security breaches or malicious exploitation by a third party.

A security breach in a customer environment or an uncorrected

vulnerability in an application may be exploited by cybercriminals and

customer data could be compromised. Such breaches could disrupt

the smooth running of Axway’s systems and applications and those

installed for their customers. This could hinder the Company’s ability

to meet its availability, quality and service continuity commitments.

For cloud services, Security Operations Center teams constantly

monitor the smooth running of operations on customer production

environments and manage any security breach or vulnerability.

Protection of information

Axway ensures it complies with data privacy protection regulations.

The Company fully adheres to the requirements set forth in the General

Data Protection Regulation (GDPR) under the control of a DPO (Data

Protection Officer).

Increased complexity

Technological developments now allow the Company’s applications

and solutions to be used from various devices, particularly mobile,

based on API technologies developed by Axway. Multiplying the

number of access points on customer and internal infrastructures

can increase the risk of unauthorised access to customer data.

Axway strives to protect the security and confidentiality of both

customers and Axway information and sensitive data, whether in the

cloud or on premise.

This risk is heightened due to the nature of the Company’s cloud

service offering and the fact that this solution represents a growing

percentage of its business. Cloud-based services occasionally involve

the storage and transmission of sensitive customer data in strictly

regulated fields such as financial services or medical services. Any

security breach in its infrastructures could expose Axway to a risk of

unauthorised access to sensitive internal or customer data. In

addition, this risk may be increased by the use of external providers

for cloud services.

Internal policies and procedures

Axway has defined an information security management system

comprising a consistent set of policies and procedures based on

ISO 27001 principles. Under the responsibility of its CISO (Chief

Information Security Officer), these policies are applied across

the Company and enable Axway to obtain external certifications.

They demonstrate its compliance with security and information

security best practices – e.g., ISO 27001, SOC2, ISO 9001, FEDRAMP,

Common Criteria, etc.

Regarding internal systems and applications, the risk has also

increased due to remote connections in the context of widespread

working from home and the development of BYOD (Bring Your Own

Device) – the use of personal devices for professional use. Finally,

systems and tools must provide, more than ever in this changing

industry, insightful and data-driven analytical capabilities to manage

the business.

As security is everyone’s concern, all employees receive yearly security

training, particularly on information security.

In addition, specific IT teams and tools – including intrusion detection

and prevention systems – constantly monitor internal information

systems and manage server and workstation vulnerabilities. Systems

for backing up data, monitoring infrastructures and data flows and

controlling access to sites and IT applications are thus deployed

universally. These measures ensure availability, security and business

continuity.

Potential impact on Axway

The occurrence of this security risk may damage Axway’s reputation.

It could also lead to legal proceedings with the customers or

authorities concerned and, more broadly, have a significant negative

impact on results.

Axway has also set up a Business Continuity Plan, disaster recovery

plan and crisis escalation procedures to quickly remediate any security

issues and minimise the reputational impact of a potential security

breach.

cybersecurity insurance policy was taken out in addition to

the professional indemnity insurance coverage to manage and cover

as well as possible the different types of cybersecurity risks. It covers

damages following third-party claims, material and immaterial damage

and operating losses, additional expenses or costs related to the

management of crisis communication, in particular following a security

failure. The overall contractual claim limit is €10 million per year of

insurance.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

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and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Risk factors

2.1.6 Legal and compliance risks

Intellectual property protection risks

Risk description

Risk management process

Axway protection

CRITICITY :

Axway intellectual property

Axway’s business is founded on the software and solutions it

develops and integrates, and those of companies acquired over the

years. The Company can make no assurance that no third parties will

claim the intellectual property rights to Axway software or that the

Company’s intellectual property will not be stolen or misused. This

risk is heightened by the exposure sought by Axway to promote its

solutions.

Axway uses the various means at its disposal, i.e., copyright, patent

rights, trademark rights, and professional secrecy. The Company put in

place confidentiality measures and technical processes to protect its

intellectual property rights.

Axway strives to mitigate the risk of legal action for infringement of

intellectual property rights by filing patents for its software where this is

authorised by local applicable laws.

Third-parties intellectual property

Axway selects its subcontractors and other technological partners

based on their ability to safeguard the Company against any intellectual

property right claims.

Infringement of the intellectual property of software vendors,

open-source

components

OEM

(Original

Equipment

Manufacturers)

–

third-party components embedded in Axway

Axway compliance

software, could lead to compliance breaches and legal proceedings.

Axway rolled out a compliance programme for open-source software

and performs a legal analysis as soon as any potential non-compliance

situation is identified. The Company also ensures it fully complies with

the usage and licensing requirements of third party software and

components.

Potential impact on Axway

The occurrence of such risks could hinder Axway’s ability to use or

develop its solutions. More broadly, any third-party claim to

intellectual property rights could have a material adverse impact on

Axway’s results.

Regulatory compliance risks

Risk description

Risk management process

Controls and legal expertise

CRITICITY :

Regulatory inflation

Axway operates in over fifteen countries via its subsidiaries and is

therefore subject to various legislation. The Company must comply

with national regulations and implement regulatory requirements for

commercial, fiscal or data privacy matters as well as environmental,

social, and corporate responsibility matters. These regulations may

be amended at any time and Axway’s operating costs in a given

country may prove to be higher than anticipated.

Axway relies on a network of internal and external experts in addition to

legal and regulatory monitoring tools to identify, comply with and

anticipate the regulations applicable to each of its entities.

The Company has rolled out internal control and continuous

improvement procedures. Delegation rules and validation workflows

are implemented to ensure consistent decision-making at the required

level of responsibility.

The – necessary – development of corporate social responsibility

brings significant changes in how companies must consider social

and environmental risks, in particular with the development of the

Green Taxonomy.

Axway is also developing a culture of compliance and business ethics:

the Company implemented a Code of Ethics,

a whistle-blowing

procedure, and training or awareness-raising campaigns delivered

globally on security, GDPR, the fight against fraud and corruption,

insider trading, etc. Specific mappings of risks relating to corruption,

influence peddling and duty of care are also maintained and considered

when establishing risk factors.

In addition, most of the countries where Axway operates have laws

on foreign investment and on companies under foreign ownership

operating within their territories. These laws may restrict exports and

how Axway can distribute or sell certain applications. Furthermore,

numerous customers depend on obtaining and maintaining

administrative authorisations and certifications. The Company may

therefore be required to comply with certain regulatory provisions in

its capacity as subcontractor.

The Company is also committed to greater social responsibility and

highlights the actions taken on its employer, social and environmental

commitment in Chapter 3 of this document.

As detailed below, Axway took out insurance policies for adequate

coverage and protection of the Company’s activity and employees.

Axway can make no assurance that no breaches of regulation will be

identified during an audit or inspection. Likewise, the Company can

make no assurance that its suppliers or subcontractors comply or

will comply at all times with applicable regulations.

Management of COVID-19 pandemic

Axway’s priority regarding the consequences of the COVID-19

pandemic has always been the health and safety of all its stakeholders.

Management ensured it complied with changing regulations in each of

the countries in which the Company operates. Frequent meetings were

held, and regular updates were provided to all parties on the situation.

Axway quickly adapted to ensure adequate working from home and

limit physical interactions.

Potential impact on Axway

The occurrence of this risk may damage Axway’s reputation, lead to

legal proceedings with the customers or authorities concerned and,

more broadly, have a significant negative impact on the Axway’s

results.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 39

Risks and Control

Internal control and risk management

2.2

2.2.1 Internal control and risk management environment

●

Axway’s internal control and risk management system

complies with prevailing laws and regulations. It is supported

by the reference framework, implementation guide and

recommendations published and updated by the Autorité des

Marchés Financiers (AMF).

promote the consistency of the actions taken with the

Company’s values;

●

unify Company employees around a common vision of the

main risks and increase their awareness of risks inherent to

their activity.

According to the definition of the AMF’s reference framework,

internal control is “a system set up by the Company, defined

and implemented under its responsibility, which aims to

ensure:

The main risks that Axway faces are described in Chapter 2,

Section 1 “Risk factors”.

All of the internal control system and risk management

processes described hereunder are implemented in all entities

in the scope of consolidation with the aim of reducing the risk

factors to an acceptable level, helping Axway achieve its

objectives and providing reasonable assurance on their

●

compliance with laws and regulations;

●

the application of instructions and guidelines determined by

Executive management;

implementation. In the event of

this company will be fully consolidated into the global internal

control and risk management system.

new acquisition,

●

the proper functioning of the Company’s internal processes,

particularly those intended to safeguard its assets;

●

the reliability of financial disclosures”.

As with any control system, it cannot provide an absolute

guarantee that such risks have been totally avoided, eliminated

or controlled, or that Axway’s objectives will be achieved.

With regard to risk management, its aim is to:

●

create and preserve the Company’s value, assets and

reputation;

●

safeguard decision-making and other Company processes in

order to promote the achievement of objectives;

2.2.2 Components of the internal control and risk management system

the business divisions integrating an extended geographic

Organisation

coverage and the controls and limitations that are also

necessary. The rules governing delegation are regularly

reviewed and updated.

Legal organisation

The number of legal structures is purposely limited to

the simplest organisation, with a single active company per

country, except for temporary situations resulting from

acquisitions. The Company controls directly all subsidiaries of

which it is the parent. All companies are fully consolidated and

there are no ad hoc entities located outside the scope of

consolidation. A legal organisational chart at 31 December

2021 is presented in Chapter 1, Section 6.

Management of Human Resources

Axway ensures the appropriate development of its Human

Resources management and strives to retain the personnel

who are key to its activity.

The People & Culture Department has set up measures aiming

to optimise the development of each employee’s career path.

This development is guided by a career evaluation and tracking

process, tailored to the needs of the Company. This process

includes key moments for evaluating skills and performance

and reviewing working conditions. Annual performance

appraisals and employee monitoring by People & Culture

Business Partners lead to the definition of action plans

(training, mentoring).

Internal organisation

The internal organisation of Axway is described in Chapter 1.

The key players in risk management and internal control are:

●

the Executive Committee: Chief Executive Officer, Directors

of the Operating Divisions, Directors of the Functional

Structures;

●

centralised functional structures for the Company as a whole

(Human Resources, Finance, IT, etc.);

Axway’s policy and the measures aimed at mastering Human

Resources management and the related main indicators are

laid out in Chapter 3 “Corporate responsibility”.

operating departments focused on a specific aspect of

software publishing (Product, Research and Development,

Customer Success Organisation, Marketing) and Business

Units, administrative, regional or national branches of these

divisions.

IT systems

The Information Systems Department is responsible for

information systems management. This entity is in charge of

IT resources (including procurement) and implementation of

security processes. By continuously working on the

modernisation of the IT system, this department supports

Axway’s growth in all its aspects: organic growth, integration of

acquisitions, geographical expansion, and integration of

industry developments such as cloud services.

Definition of powers and responsibilities

Rules governing delegation define the operating powers

attached to each level of the organisation and organise the

control of decisions for all Axway entities. The decision-making

levels selected reflect a balance between the autonomy of

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

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and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Internal control and risk management

The objectives of this department are to adapt the information

system as effectively as possible to the operating

requirements of the Company and users, and to ensure the

physical and logical security of data to which permanent

access must be guaranteed. Systems for backing up data,

monitoring infrastructures, and controlling access to sites and

IT applications are thus deployed universally.

The procedures are rolled out as soon as possible following

acquisitions. In parallel, internal messages sent on a regular

basis to operational and functional managers provide further

details on the implementation of the procedures and

information on new rules.

Internal dissemination of information

The business monitoring system is a fundamental component

of the internal control system. This system is designed not only

to organise the internal dissemination of information,

ascending to Executive Management and descending to the

operating and functional units, but also to direct, control, assist

and provide training.

Procedures

Axway has formalised and communicated its Ethics charter, as

part of

a transparent, fair and loyal approach to all

stakeholders: customers, employees, shareholders, partners,

suppliers and societal organisations. The Ethics charter

defines the rules that the Company and any associated

stakeholder must observe in their internal behaviour and

vis-a-vis persons and companies in its business relations.

It also describes the warning procedures in place should these

rules not be observed (professional alert system). Furthermore,

an Ethics Committee has been set up to regularly analyse

potential cases of fraud, measures undertaken, and changes in

procedures and controls which guarantee compliance with

corresponding legal requirements.

Management meetings held throughout and at all levels of the

organisation are scheduled at regular intervals corresponding

to the various horizons considered: (1) a weekly basis for a

monthly horizonꢀ(operational monitoring of the activity,

monitoring of forecasts, execution and production,

management of major contracts, alerts and risks); (2) a

monthly basis for an annual horizon (previous month’s results,

review of annual forecasts, budget monitoring); (3) an annual

basis for the multi-year timeframe (budgetary approach as part

of the strategic plan).

The Operational and Functional Departments are responsible

for the implementation, maintenance and appropriation

(through a training programme) of Axway’s procedures. Each

operating division – Product, Research and Development,

Customer Success Organisation (CSO), Marketing – has a unit

in charge of defining, rolling out, industrialising and monitoring

procedures, methodologies and tools. Global and support

processes (People & Culture, Infrastructures and IT systems,

Finance, Legal and administrative functions) are also

formalised. The procedures are, in part, grouped together in the

Quality Management System (QMS), accessible at all times

through a collaboration portal. One of the main goals of the

procedures is to manage the risks identified and cover

operating activities:

Risk identification and management

process

The primary risk factors are listed in Chapter 2, Section 1 “Risk

factors” of this document.

Standardised steering meetings taking place at all levels

across all activities are an essential tool for the identification

and management of risks. They ensure identification of

operating and functional risks so that they can be handled at

the most appropriate level of the organisation.

Operational risks associated with business activities are

classified as “alerts” in the in-house lexicon when they are

significant for the entity that identifies them. They are handled

immediately or are included in the weekly review carried out at

each level of the organisation with the aim of implementing an

appropriate action plan as quickly as possible and informing

management, if need be.

Axway also has information security management procedures

(Information Security Management System), based on the

principles set out in ISO/IEC standards 27001-27002 and

27005. These procedures aim to protect IT systems in terms of

access, use, disclosure, disruption, modification, or

destruction. The IT systems security policy was designed to

protect not only the Company’s internal data but also that of its

customers and partners.

2.2.3 Key players in the internal control and risk management system

Everyone at Axway has a part to play in risk management and

internal control, from the governance bodies and senior

management to each and every employee. Control activities

take place throughout the Company, at all levels and in all

functions. They are monitored both internally and externally

and are subject to a continuous improvement process. In

accordance with best practices, three lines of risk control can

be identified and are described below.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 41

Risks and Control

Internal control and risk management

Board of Directors / Audit Committee

Executive management

First line

of control

Second line

of control

Third line

of control

Management

Financial Control

Legal Department

Internal audit

Operations teams

Process, Security

& Compliance

Executive management

First line of control: operational teams

The internal control and risk management system is approved

and overseen by executive management. It monitors the

system’s ongoing effectiveness, takes any action required to

remedy identified weaknesses, and ensures the risks remain

The first line of control for the internal control and risk

management system is operational management, responsible

for implementing it for the area under its responsibility and

ensuring that the procedures are respected. Operations teams

in each of the main structures of the organisation define the

processes and formally document the applicable procedures,

in line with the delegation guidelines and rules communicated

by Management. They equip themselves with the tools

necessary for the Company to operate properly.

within

acceptable

tolerance

thresholds.

Executive

management ensures that all appropriate information is

communicated in a timely manner to the Board of Directors

and the Audit Committee.

Board of Directors’ Audit Committee

Second line of control: monitoring and

control

A detailed description of the Audit Committee’s role and

composition is available in Chapter 4, Section 1 of this

document. On behalf of the Board of Directors, the Audit

Committee performs the following tasks:

Several control functions that report to the functional divisions

play a specific role in risk management. They provide

assistance and guidance to operational staff, using

●

internal control and risk management: the Audit Committee

preventive approach (contractual and expense commitments),

or by performing controls on the application of procedures and

the results obtained (particularly controls on the quality of the

data entered into the information system). Axway has set up

structured central teams such as the Legal Department,

Financial Control, or the Process, Security & Compliance team.

monitors the smooth running of the internal control and risk

management system, preparation and processing of

accounting and financial information; it assesses

the effectiveness of the processes set up by management to

identify, evaluate, manage and verify financial and

non-financial risks;

●

financial reporting: the Audit Committee critically reviews

Financial control

Financial Control reports to the Finance Department and has

the following main duties:

management’s decisions and assessments involving

financial statements, performance analyses and half-yearly

reports;

●

internal audit: the Audit Committee ensures the smooth

verify Services and Subscription revenue prior to each

running of the internal audit unit by reviewing the audit

universe and risk mapping, approving the annual internal

audit plan and monitoring assignment results as well as the

implementation of recommendations;

monthly closing, in addition to the costs for all offices within

the Axway scope;

●

produce a consolidated monthly report with analysis of

the results from the internal management system and audit

consistency with the monthly forecasts;

●

external audit: the Audit Committee ensures the quality of

the Company’s relations with the Statutory Auditors and

monitors the performance of their engagement.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Internal control and risk management

●

conduct office reviews: reviews of the distribution entities

and cost centres;

development of all recommendations to improve

the Company’s operations;

●

control the application of rules and procedures linked to

the production of accounting and financial information;

monitoring the implementation of corrective actions agreed

upon following each audit;

assist the operational managers and train those working

with the management systems.

updating of the risk mapping (Audit & Risk Universe).

The audit assignments and the associated recommendations

aim to improve internal control and procedures to reduce the

risks identified and help achieve the Company’s strategic

objectives. The internal audit plan is built upon the priorities

identified for the year, based on the risk mapping. It is

submitted to the Chief Executive Officer and the Audit

Committee for approval. All key areas and processes are

covered within a four-year audit cycle.

Legal Department

The Legal Department plays a key role in the management of

Axway’s various contractual commitments. The procedures

provide for the consultation of this department prior to

the signing of contracts with third parties - whether they be

customers, suppliers or partners. More generally, the Legal

Department ensures that Axway complies with applicable laws

and regulations in the countries where it operates. It also

defines the management of the legal entity of the Company

and of its subsidiaries. The Legal Department participates in

numerous working groups, particularly with Middlenext, to

discuss best practices and ensure its full compliance with

prevailing regulations.

In conjunction with these transversal and thematic audits, the

internal audit Department has developed internal control

reviews carried out in all entities over the audit cycle. In

addition, it may perform specific investigations related to fraud

or corruption.

The internal audit Department is under the authority of the

Chief Executive Officer and has direct access to the Chairman

of the Board of Directors, if deemed necessary. Information on

the audits performed, the findings identified, and the follow-up

of recommendations is constantly shared with the Board of

Directors’ Audit Committee.

Process, Security & Compliance

The Process, Security & Compliance team is responsible for

managing the Quality Management System (QMS). Headed by

the CISO (Chief Information Security Officer), it is also

responsible for the Information Security Management System

(ISMS). It therefore ensures the documentation, development

and enforcement of the relevant policies and procedures

across the Company. This unit also manages Quality and

Security certifications and responds to audit requests

submitted by customers.

External monitoring

Statutory Auditors

During their procedures within the Company, the Statutory

Auditors familiarise themselves with internal control systems

relevant to the audit and assess the design and

implementation of controls.

Third line of control: ongoing

supervision

Furthermore, they conduct efficiency tests on identified key

controls using sampling techniques. To gain

understanding of the operations and the transactions in

the financial statements, the Statutory Auditors hold regular

meetings with Operational Managers, who are in the best

position to explain the Company’s business activities.

a better

Internal audit

Pursuant to the internal audit charter, this unit has the

following duties:

●

independent and objective assessment of the operation of

the internal control system via a periodic audit of Company

entities and business areas;

2.2.4 Assessment and continuous improvement process

Internal and external assessments of the internal control

system and its procedures make it possible to identify areas of

improvement and give rise to action plans aimed at its

enhancement.

External certification bodies are called on to conduct an

impartial review of the quality and security management

system. These reviews enable Axway to take stock of its

processes and remediate any identified malfunctions. They

result in

a harmonisation of practices, by promoting a

Through internal audits, internal control is continuously

assessed in entities and business segments and corrective

actions are implemented whenever necessary. The

implementation of these actions is continuously controlled to

ensure the risks identified are dealt with. No major failure of

the internal control system has been identified to date.

continuous improvement culture and contribute to perfecting

the quality and security of the products and services provided:

●

Axway organises an annual independent third-party audit of

all

its

cloud

activities.

The

resulting

SSAE18/ISAE3204/SOC2 Type II report states how Axway

has implemented its main controls and objectives with

regard to compliance with these standards. This standard

aims to reassure users of these outsourced services on the

reliability of the internal security and control system used to

monitor services performed on their behalf;

Certifications

The continuous improvement programme headed by

the Process, Security & Compliance team continued and led to

the renewal of certifications in 2021.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 43

Risks and Control

Preparation and processing of accounting and financial information

●

Axway renewed its ISO 9001 certification, based on

Customer audits and surveys

ISO 9001:2015 changes, for its Global Customer Services

activities in France, Italy, Germany and the United States in

2021;

The security and quality management system is regularly

reviewed during customer audits. These are becoming

increasingly frequent, particularly due to the strict regulations

in the health and finance sectors. Any comments made or

watch-points identified are used to improve this system.

●

Axway renewed its ISO/IEC 27001:2013 certificate in 2021;

●

Axway worked on the Common Criteria EAL4+ certification

for its API Gateway product for a contract with an aerospace

customer;

Furthermore, within the Customer Success Organisation

operating department,

a team focuses on the customer

●

Axway remains compliant with HIPAA regulations, published

experience, customers being pivotal to Axway’s strategy. A

major customer loyalty and satisfaction survey system for

customers and partners has been implemented. Campaigns

are regularly carried out, allowing us to measure customer

satisfaction and customers’ perception of the quality of the

products and services, with the aim of constantly improving

the offering. Customers are also surveyed on service quality

during transactional studies at the closing of each case

handled by the Support unit or at the end of Services projects.

In addition, this Customer Experience team collects feedback

from the user groups.

by the US Department of Health and Human Services (HHS),

which define the rules for protecting personal healthcare

data for electronic health insurance management in the

United States. In terms of data protection, Axway complies

with the General Data Protection Regulation (GDPR), the

Australian Act, the LGPD in Brazil and the CCPA (California

Consumer Privacy Act).

Preparation and processing of accounting

and financial information

2.3

2.3.1 Coordination of the accounting and financial function

approves the half-year and annual financial statements, taking

account of the Statutory Auditors’ opinion.

Organisation of the accounting

and financial function

The responsibilities of the Finance Department mainly involve

producing the separate financial statements of the Company’s

subsidiaries and preparing the consolidated financial

statements, management control, tax issues, sales

administration, financing and cash accounting. The accounting

and financial function is predominantly centralised within the

Company. As previously indicated, there are a limited number

of legal entities, and consequently, accounting entities, which

generates operational savings and limits operating risks.

Organisation of the accounting

information system

All Axway companies prepare full quarterly accounts on which

the Company bases its published quarterly sales figures and

interim financial statements. All of these companies are fully

consolidated.

Monthly cash flow forecasts and financial statements that

include operating profit are prepared for all companies.

The application of rules is monitored continuously by

the Finance Department, particularly regarding the application

of revenue recognition and project valuation rules.

The accounting methods and principles used are those

presented in the notes to the consolidated financial

statements, as disclosed in Chapter 5 of this document. Any

changes are presented to the Audit Committee.

The Finance Department reports to the Company’s Executive

Management. Like all entities, it contributes to the

aforementioned steering system. Executive Management is

closely involved in the planning and supervision process as

well as in preparing the financial statements.

The Board of Directors is responsible for the regular oversight

of accounting and financial information. It reviews and

2.3.2 Preparation of the reported accounting and financial information

The budget process offers the opportunity to apply the strategy

approved by the Executive Committee, adapt the organisation

to developments in business segments, market demand and

Reconciliation of accounting data with the

internal management system

competition, and assign quantitative and qualitative objectives

to all entities. Each Business Unit prepares a budget, including

detailed monthly operating forecasts.

All of the Business Units prepare a monthly budget, a monthly

operating statement and budget forecasts that are revised

monthly. These actions are designed to present the reality of

operations and provide a clear view of performance.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Insurance and risk hedging policy

monthly operating statement is prepared by each of

the financial statements, to ensure the consistent application

and relevance of accounting policies, and to satisfy itself of the

quality of financial reporting. The financial statements are then

submitted to the Board of Directors for approval.

the Business Units. A revised operating statement is also

prepared each month. This statement includes the results of

the previous month and a revised forecast for the remaining

months of the current year. The results derived from the

analytical management system are verified and reconciled with

the quarterly accounting results by the Finance Department.

Financial reporting

Financial reporting is supervised by the Chairman of the Board

of Directors. Axway distributes its financial information by

different means and notably via press releases, the Universal

Registration Document, and the presentation of half-year and

annual results.

Preparation and validation of the

consolidated financial statements

Each Axway company draws up monthly financial statements

and prepares a consolidation reporting package. The interim

and annual consolidation reporting packages are reviewed by

each company’s external auditor. The consolidated financial

statements are audited by the Statutory Auditors. For

the 31 December closing, the Statutory Auditors audit

the Company’s financial statements, and, where necessary,

those of its subsidiaries, for the purpose of their certification.

The Universal Registration Document is filed with the AMF

after the completion by the Statutory Auditors of their

procedures, consisting in confirming the consistency of the

information on the financial position and accounts with

historical financial information on which they have issued a

report and reading the entire document in order to identify,

among the other information, anything that is clearly

inconsistent with their general knowledge of the Company.

Tasked with monitoring the statutory audits, the Audit

Committee reviews the work and conclusions of the Statutory

Auditors pursuant to their audits of the half-yearly and annual

financial statements. The Audit Committee examines

All of this information can be consulted on Axway’s Investor

Relations website page.

Insurance and risk hedging policy

2.4

Insurance management is centralised by the Legal

Department. The purpose of the insurance programmes is to

ensure a uniform and adapted coverage of risks for the

Company and its employees, for all entities and under

reasonable and optimised conditions. The scope and coverage

of these various insurance programmes are reviewed annually

with regard to changes in the Company’s size, its activities,

the insurance market and risk assessment.

All Axway companies are insured with leading insurance firms

for all risks that could impact its activity, results or assets.

However, it is not inconceivable that Axway may be required to

pay compensation for losses not covered by the insurance

programmes put in place.

Nonetheless, it is noteworthy that, in the last three years, no

major claim has been reported by any of Axway’s entities under

the policies described below (or others covering the Group in

the past).

The main insurance programmes are as follows:

Assurance

Description

Professional indemnity and operations

insurance

This programme covers all Axway companies. It covers the financial impacts arising from civil and

professional indemnity claims in connection with their activities, due to material or immaterial physical

damage or harm caused to third parties. This policy also covers the additional costs incurred to prevent

accidents or reduce their impact. The overall contractual limit is €30 million per year of insurance.

This programme is supplemented in France by an insurance for inexcusable conduct, the purpose of which

is to guarantee the reimbursement of the financial losses incurred by the Company if they result from

work-related accidents or occupational illness.

Cybersecurity insurance

This programme covers all Axway companies. It covers all the direct or indirect financial impacts, material

and immaterial damages and operating losses relating to cybersecurity risks. The overall contractual limit

is €10 million per year of insurance.

Senior executives’ and company

officers’ professional

indemnity insurance

This programme covers all Axway company officers, senior executives and directors. The programme

covers all the financial impacts of claims made against them for any professional negligence committed

during the performance of their duties. The overall contractual limit is €25 million per year of insurance. An

additional $5 million was subscribed for the United States scope.

Assistance for employees on

assignment

This programme covers all Axway employees, company officers, senior executives and directors. It covers

accidents or illnesses arising on business trips.

Operating damage and loss insurance

Insurance programmes have been set up to cover losses and damages to property (sites, equipment,

terminals, etc.) and operating losses.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 45

Corporate responsibility

NON-FINANCIAL PERFORMANCE STATEMENT

AFR

3.1 Axway, an innovative and responsible player in the digital sector

3.2 Employer Commitment: continue to shape the Company we want to work for

3.2.1

3.2.2

3.2.3

3.2.4

3.2.5

3.2.6

Key figures

Talent as diverse as the world around us

A motivating working environment

Develop the talents of each employee

Recognise and promote talent

2023 social objectives

3.3 Societal Commitment: have a positive impact in our communities as a leading publisher

3.3.1

3.3.2

3.3.3

3.3.4

Increase customer satisfaction

Deploy our responsibility vis-à-vis all our stakeholders

Evidence our commitments using ethical and responsible tools

2023 societal objectives

3.4 Environmental Commitment: reduce our direct and indirect impact

3.4.1

3.4.2

3.4.3

3.4.4

Measure to reduce our direct impact

Measuring our indirect impact

Green Taxonomy: eligibility of Axway’s activities and investments

2028 environmental objectives

Summary of Axway’s CSR commitments by stakeholder, indicators

Methodology note

Certificate of disclosure by an Independent Third Party

Employee and environmental information cross-reference table

NFPS

Reference to the chapters or sections relating to the content of the Non-Financial Performance Statement

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 47

Corporate responsibility

Axway, an innovative and responsible player in the digital sector

The new Corporate responsibility markers

2021 will have seen a major step forward in incorporating company and individual commitments to corporate, social and

environmental responsibility.

International commitments to combating global warming, the ongoing uncertain health situation, accelerating digital transformation

and changing work patterns are affecting citizens and all economic players.

European directives, particularly the new sustainable taxonomy standard, introduce non-financial key performance indicators which

have become essential to access business financing and market confidence. These indicators are expected and shared by all

Company stakeholders: employees, customers, shareholders, suppliers, partners and societal organisations.

In 2021, Axway strengthened its CSR commitments, setting quantified objectives and a timeline comprising performance

measurement indicators monitored by the Company.

Each year, Axway renews its commitment to the United Nations Global Compact, in the areas of corporate, social and

environmental responsibility. Fore more information: https://www.globalcompact-france.org/participants/3773

AFR

Axway, an innovative and responsible player

in the digital sector

3.1

●

As a software publisher Axway supports companies and

organisations in their digital transformation. Strongly

committed to its stakeholders, Axway discharges its corporate

responsibility, including it in its business model, governance

and risk management.

a responsive operational structure supported by a healthy

financial position;

●

ambitious investments in Research and Development and

Sales and Marketing;

balanced governance and

shareholder structure

In 2021, Axway strengthened its system and launched new

programmes covering the three commitments: social

responsibility as an employer, societal and environmental

responsibility to take into account its climate impact. Axway’s

CSR key indicators are now deployed in its strategy and

monitored in its performance objectives.

guaranteeing an independent corporate project;

strong ethical values, shared with all the Company’s

stakeholders.

These assets support Axway’s ambition to become an

independent and committed leader in the infrastructure

software market.

Axway’s operating context, strategy, risk monitoring and

corporate governance are presented in Chapters 1, 2 and 4 of

the 2021 Universal Registration Document, and summarised

below.

Industry context

In the software publishing sector, Axway’s human capital and

innovative capacity represent major strategic challenges,

including:

Axway’s strategy and business model

The software solutions developed by Axway help modernise

the IT infrastructures of companies and organisations by

securely transferring, integrating or exposing their data.

●

talent development and the recruitment of rare and highly

sought-after profiles;

●

quality of life and a good balance between working on-site

and from home, of increased importance with the global

health crisis;

Axway has many assets enabling it to innovate and support its

customers, and to succeed with its employees:

●

innovation around cloud and SaaS solutions and hybrid

offers more broadly;

●

constant dialogue with its team members, i.e. over

1,700 employees across 18 countries;

●

changes in digital usage and the need to constantly measure

customer satisfaction;

●

an organisation focused on satisfying its 11,000 customers,

measured by the Net Promoter Score (NPS);

●

accelerated data consumption and the need for analysis,

monitoring and performance of exchanges;

●

a portfolio of products recognised by market analysts;

●

Integration of social and environmental responsibility

performance objectives in digital activities.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Axway, an innovative and responsible player in the digital sector

Main risk factors,

including non-financial risks

Axway’s main financial and non-financial risks are organised

into four categories:

Axway’s governance

Axway’s governance is based on a distribution of powers

between a Board of Directors and an Executive Committee in

agreement with the recommendations of the Middlenext

Governance Code to which Axway adheres.

●

market risks;

In 2021, Axway modified some of its governance arrangements

to comply with the new European directives and the Middlenext

Governance Code, updated at the year-end.

●

risks relating to the business and organisation;

●

security risks;

●

legal and compliance risks.

New features include:

These risks were assessed based on their probability of

occurrence and their potential impact on business. The

assessment takes into account all mitigation measures

already implemented and effective (net risk). For each of these

risks, the document describes how it could impact Axway and

the risk management systems implemented.

●

publication of the Board of Directors’ internal regulations on

the Company’s website;

●

changes to the Appointments, Ethics and Governance

Committee to materialise the work of Corporate

Responsibility.

Board of Directors

Executive Committee

Chairman

Chief Executive Officer

14 members, including 9 independent members;

43% women, 57% men;

3 committees:

8 members

25% women, 75% men;

Responsible for executing Axway’s strategy.

●

Audit Committee;

Appointments, Governance and Corporate Responsibility Committee;

●

Compensation Committee.

Responsible for defining Axway’s strategy.

Axway’s corporate social responsibility structure

In support of its stakeholder responsibility policy and in

accordance with the recommendations of the Middlenext

Governance Code updated in 2021, Axway strengthened its

Corporate, Social and Environmental Responsibility (CSR)

framework within its governance bodies and teams.

Materiality tools

Axway has implemented processes and tools that are shared

with its stakeholders to evidence its commitments:

●

ethics and anti-corruption: Ethics charter and Securities

Trading Code of Conduct;

Within the Board of Directors and its committees:

●

data protection: privacy programmes;

●

CSR is included on the agenda of the Appointments, Ethics

●

digital security: charters, standards and internal and external

and Governance Committee, renamed the Appointments,

Governance and Corporate Responsibility Committee.

security training programmes;

●

customer satisfaction surveys and supplier assessments;

Within Executive Management:

●

employee satisfaction independent survey;

●

Patrick Donovan, Chief Executive Officer, leads the CSR

●

whistle-blowing system;

policy and defines the roadmap in monthly Committee

meetings with the Human Resources Director, Head of

Investor Relations and the CSR Coordinator;

Corporate, Social and Environmental performance

measurement using ranked indicators, quantified with a

timeline;

●

the main social, societal and environmental indicators are

included and measured as part of the Company’s

performance.

●

materiality matrix for CSR commitments.

Responsible recognition and indices

Each year, Axway renews its commitments with recognised

organisations and initiatives, including:

With dedicated internal teams:

●

the CSR working group, in place for a number of years,

includes representatives of the Financial Communications,

Legal, Human Resources, Pre-sales, Purchasing and IT

activities. It drafts and monitors the CSR programmes;

●

the United Nations Global Compact since 2016;

●

Gaïa rating, the responsible investment stock market index;

●

the network of correspondents present in Axway’s

EcoVadis, a global CSR assessment standard;

subsidiaries and responsible for gathering social, societal

and environmental data in line with the CSR roadmap.

●

Acesia, the AFNOR assessment platform;

●

quality and safety standards and particularly ISO/IEC 9001

The Non-Financial Performance Statement (NFPS), an annual

statement presenting Axway’s CSR policy, programmes,

indicators and performance monitoring.

and 27001, AICPA SOC2.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 49

Corporate responsibility

Axway, an innovative and responsible player in the digital sector

Reference guide: United Nations Sustainable Development Goals

Axway’s three Corporate Social Responsibility commitments - Employer, Societal and Environmental - correspond to 12 of the 17

Sustainable Development Goals - SDGs - defined by the United Nations:

SDG 3 Good health and well-being

SDG 4 Quality education

SDG 5 Gender equality

SDG 8 Decent work and economic growth

SDG 9 Industry, innovation and infrastructure

SDG 10 Reduced inequalities

SDG 11 Sustainable cities and communities

SDG 12 Responsible consumption and production

SDG 13 Climate action

SDG 15 Life on land

SDG 16 Peace, justice and strong institutions

SDG 17 Partnerships for the Goals

Stakeholders in Axway’s ecosystem

As a software publisher, Axway is required to interact with

numerous stakeholders within its ecosystem: employees,

customers, partners, suppliers, shareholders and societal

organisations.

The quality of relations and ethics within this ecosystem have

always been core to Axway values.

Ambitions and Commitments

To achieve its ambitions, Axway has defined its main non-financial performance indicators around its three commitments:

EMPLOYER

SOCIETAL

ENVIRONMENTAL

■

Net Promoter Score > 40 by 2023

Gold EcoVadis ranking by 2023

Employee Engagement Score >70%

for 2022 & 2023

10% reduction in paper consumption

in 2022 vs. 2019 (last normal year)

■

33% of women in total headcount by 2023

+25% of people with disabilities by 2023

2 cyber clean up days by 2023

Carbon neutrality by 2028

4 local programmes in female digital education

by 2023

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

with ethics,

compliance

and transparency

Assume our digital

responsibility

customer satisfaction

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Axway, an innovative and responsible player in the digital sector

Materiality

Ensure digital security

Satisfy and communicate

with our customers

Conduct projects

Develop talents in

� stimulating environment

Place our activities

on a low carbon

trajectory

Engage employees

Control the direct

environmental

footprint of our

activities

Consider the indirect

environmental footprint

of our activities

Attract and retai � talent

in all its diversity

Provide a fulﬁllin �

workin � environment

Act in favour of

sustainable purchasing

Involve employees in the

indicator

Low

High

IMPORTANCE FOR AXWAY

Social commitment

Societal commitment

Environmental commitment

Social

Societal

Assume our digital responsibility:

Environmental

Develop talents in a stimulating environment:

training, innovation in working methods and with transfer of usage skills, digital for women.

customers.

Place our activities on a low carbon trajectory:

measure, reduce and offset the impacts of our

activities on the environment.

Attract and retain talent in all its diversity:

gender, age and disability diversity. Variety of

businesses and geographical areas.

Satisfy customers: Customer Success 360°

programme and customer satisfaction survey -

NPS tool. Innovation, Quality of products and

Control our direct environmental footprint:

consumption of internal and external resources

supports, co-design, customer experience, digital (energy, paper, digital exchanges), GHG

sovereignty - ISO 27001.

emission assessment, offsetting

Provide a fulfilling working environment:

work/life balance, working on-site and from

home, internal communication, monitoring

psychosocial risks.

Ensure digital security:

Consider our indirect environmental footprint:

security of data, activities and digital exchanges impact linked to the development and use of

in internal applications and the cloud. Axway’s software, including the main suppliers.

Engage employees: annual employee

Conduct projects with ethics: governance code, Compliance with the European Green

engagement survey.

Global Compact commitment.

Taxonomy

Inclusion of the NPS customer satisfaction

indicator in the compensation policy.

Act in favour of sustainable purchasing: ethical

tools integrated into contracts by type of

supplier or partnership. Assessment of supplier

dependency.

Employee Engagement criteria included in

Involve employees in measuring customer

Executive Management compensation

satisfaction.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 51

Corporate responsibility

Employer Commitment: continue to shape the Company we want to work for

Employer Commitment: continue

to shape the Company we want to work for

3.2

3.2.1 Key figures

Total workforce at 31 December 2021

Payroll

(in millions of euros - including social security contributions))

2021

2020

2019

2021

2020

2019

1,712

1,888

1,885

186

197

196

Workforce by geographical area in 2021

Workforce by area of expertise in 2021

25%

Americas

27%

France

15%

o/w Sales

44%

Customer Success

Organisation

Asia/Paciﬁc

42%

44%

14%

Support functions

Research &

Europe

Development

excluding France

Type of employment contact

Recruitment and Attrition

2021

2020

2019

2020

2019

341

Fixed-term employment

contract

New employees

Attrition

204

247

21.9%

13.6%

17.5%

Permanent employment

contract

98%

96%

% of women recruited

2021

2020

28%

2019

Average seniority

33%

29%

2021

2020

2019

8 years

7 years

Employee training

2021

2020

24,176

1.50

2019

30,900

2.0

Average age

Number of training hours per

year

2021

2020

2019

29,915

1.86

42 years

41 years

Average number of training

days per employee

% of women in the workforce

Employee engagement

2021

30%

43%

25%

15%

2020

29%

43%

22%

28%

2019

28.8%

43%

2021

79%

66%

2020

2019

83%

58%

Total workforce

Board of Directors

Executive Committee

Managers*

Internal survey participation rate

Level of employee engagement

86%

69%

25%

N/A

Future of Work: flexible working methods

60% working from home;

Information on members of Board of Directors is presented

in Chapter 4 of the Universal Registration Document.

40% working on site.

% of employees with disabilities

2021

1.7%

2020

2019

France scope

1.7%

1.5%

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3.2.2 Talent as diverse as the world around us

To progress further in 2021, Axway considered its diversity

challenges in more depth and decided to develop internal and

external programmes to promote gender diversity and the

integration of people with disabilities.

3.2.2.1

Digital sector and diversity

The software publishing industry, by its global dimension and

international training standards, recruits people from all

continents and multiple cultures.

The digital industry is relatively young compared to traditional

industrial businesses and is developing new areas of

application. It is growing talent from a wide range of sectors,

from science to data analytics, virtualisation, artificial

intelligence and artistic fields, such as animation, images,

gaming or digital communities grouped around mobile

applications creating new services.

3.2.2.2

Diversity and equality in Axway

Committed to its ethical rules, in particular vis-a-vis

employees, and in accordance with local regulations

in each of the countries where Axway is located, the

Company

complies

with

non-discrimination

principles. The main principles are described below:

Equal pay for equal work:

Through innovation, the digital sector is pushing back sector

boundaries and changing company business models and

management methods.

●

in France, Axway publishes each year the gender equality

index introduced by the Ministry for Labour: https://travail-

emploi.gouv.fr/droit-du-travail/egalite- professionnelle-discri-

mination-et-harcelement;

However, this same digital sector suffers from

a talent

shortage and recruitment is a constant challenge for its

players. Despite this shortage, recruitment efforts focus on the

integration of new profiles and particularly women, who are

under-represented in these businesses, as well as people with

disabilities.

●

in the United States, Axway complies with the Equal Opportunity

Employer programme: https://www.eeoc.gov/employers.

Respect-for-all training and awareness-raising:

Training initiatives notably include anti-harassment training.

Other ethical tools are presented in Section 3.3.2 of this

Chapter.

Improvements in the gender balance are slow. The percentage

of girls or women in digital training sectors worldwide remains

low. Axway is faced with a shortage of female candidates,

automatically impacting the number of women in the

Company.

Gender diversity of teams: objective of 33% in 2023

The feminisation of the workforce improves year-on-year but at

a relatively slow pace. This trend is common to the entire IT

sector, both in companies and schools.

Access to employment for people with disabilities remains

exceptional and a range of insertion programmes is developing

slowly and in different ways across countries.

Depending on the country, women hold on average 15% of

executive and senior management positions at Axway.

Axway’s Board of Directors comprises 6 women (43%) and 8

men (57%). The Executive Committee has 8 members,

including 2 women (25%).

2021

88/100

43%

Diversity

2020

79/100

43%

2019

Gender equality index in France

75/100

% of women on the Board of Directors

% of women on the Executive Committee

% of women in a managerial role (worldwide)

% of women executives (“cadre” status in France only)

Equal Opportunity Employer commitment in the USA

Anti-harassment training

25%

22%

25%

15%

29%

26%

29%

Yes

Employees with disabilities employment week (France)

Yes

Already positioned above the industry average, Axway has

decided to take measures to improve its gender balance.

Women currently represent 30% of Axway’s total workforce

and the Company has set the objective of achieving 33% in

2023.

Disability diversity

Axway has been committed to employing people

with disabilities in France for several years. At

31 December 2021, people with disabilities

represented 1.72% of Axway’s employees in France.

Axway is rolling out internal programmes in support of this

objective and is undertaking societal programmes to raise

awareness of digital careers among young girls and women.

These initiatives are presented in Section 3.3, Societal

Commitment, of this Chapter.

Axway’s Disability programme in France comprises:

●

personalised assistance for employees with disabilities:

specific

arrangements

–

ergonomics,

equipment,

organisation of working time, etc. – and assistance with all

the administrative procedures necessary to have their status

as disabled workers recognised;

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 53

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●

a disability officer and a Human Resources department

manager are responsible for supporting employees who are

personally or indirectly dealing with disability;

3.2.2.3

Recruitment: highly sought-after

talent

●

the status of “caregiver” was introduced for employees

assisting a close friend or relative with disabilities. This

provides access to financial support, flexible working hours

and adjustments to their working conditions.

Engineers: still a highly sought-after profile

In a sector where the number of available positions is far

higher than demand in many countries, there is still

significant competition for job offers.

HanDigital Week 202

In 2021, Axway continued to be attractive, with 204 new

hires, all recruited through remote interviews adapted to

the health context.

Reducing prejudice and highlighting people’s expertise

rather than their disability.

Nearly all the 204 new hires started their employment

working from home.

This year, employees showed genuine interest in two main

events:

●

an online conference with the 400 meter Rio Olympic

Recruitment by geographical area

champion, Nantenin Keita and Zoé Maras, a student and

promising French and world wheelchair tennis star;

Axway recruited 204 new employees in 2021, compared to 247

the previous year. On the other hand, more employees left

Axway in 2021 than in 2020. Given the health context, all

candidate interviews were held remotely.

●

DuoDay: for several years now, in France and other European

countries

(Belgium,

Finland,

Portugal,

Germany,

Luxembourg), operation DuoDay forms pairs; a person with

disabilities and a volunteer professional in companies, local

authorities and associations.

2021

Recruitment

2020

2019

Number of new hires during

the year

In 2021, Axway and Sopra Steria Group welcomed 11

individuals with disabilities.

204

247

308

Geographic area

Europe – excluding France

France

Axway ranked its societal objectives and defined the

integration of people with disabilities as a major focus,

deciding to set an objective of a 25% increase in the number of

people with disabilities by 2023.

47%

22%

27%

50%

18%

27%

56%

18%

23%

Americas

Asia/Pacific

Age diversity

% of women recruited

Axway facilitates the integration of both young candidates and

more senior employees into the Company and develops their

employability throughout their career.

33%

28%

23%

Recruitment by age

The average age of Axway’s employees at 31 December 2021

was 42.

Across all Axway locations, employees are recruited without

distinction as to age, from young graduates to more

experienced individuals and senior staff.

Number of employees

2021

13%

51%

23%

13%

by age range

Under 30

30 to 45

2020^*

2019^*

Recruitment

by age range

Recruitment by age range

in prior years 2020 2019

2021

26%

53%

15%

Under 30

30 to 45

46 to 55

Over 55

45 to 55

Over 40

o/w between 50 and 55

o/w over 55

33%

34%

12%

Over 55

*Axway changed the comparative age ranges in 2021.

The average age of employees recruited in 2021 was 37.

Recruiting young talent for a “learning” company

2021

2020

2019

Interns

Work-study/apprenticeship

Hiring at the end

of the apprenticeship

In 2021, while the integration of interns and work-study

students was complicated by working from home, Axway

successfully maintained the positions proposed.

For several years, Axway has been developing a programme to

attract young talent through numerous initiatives.

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Annual

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Corporate

responsibility

Corporate

governance

Employer Commitment: continue to shape the Company we want to work for

These measures include:

Permanent employment contracts

●

relations with schools: in conjunction with 10 universities

and engineering schools in several countries, Axway

participates several times a year in school forums to attract

students and offer numerous internships each year. Axway

also uses specialised recruitment platforms;

2021

Type of recruitment contract

2020

2019

Fixed-term Employment Contracts

Permanent Employment Contracts

98%

96%

Axway recruits almost exclusively on permanent contracts,

except for temporary replacements. The share of permanent

employment contracts increased in 2021 despite the

unprecedented global economic context.

●

work-study and apprenticeships: Each year, Axway offers

work-study or apprenticeship contracts to a large number of

young people, many of whom are offered employment

contracts at the end of their apprenticeship or work-study

period;

Given the nature of Axway’s business, almost all young hires

are from higher education institutions. Professional experience

is preferred over initial academic training when hiring older

employees. This also varies greatly from country to country.

●

3 years/3 professions programme: In 2021, Axway

continued its “3 years/3 professions” programme during

which work-study students and apprentices successively

discover the Research and Development, Services and

Customer Support professions. Created in 2015, this

programme has already welcomed 16 work-study students.

In 2021, one student from this programme was hired by

Axway at the end of their apprenticeship.

Recruitment strategy and commitment

In 2021, thanks to its Talent Acquisition team located in

various countries around the world and capable of covering all

the geographic areas where it operates, Axway recruited a

variety of profiles, mainly engineers and sales staff.

Axway entered into a partnership with a European recruitment

platform that provides solutions for career services for higher

education institutions. Axway has a dedicated page on this

platform where it posts internship and job offers for young

graduates.

The partnerships entered into with the specialised platforms

help strengthen Axway’s employer brand and visibility as an

employer of choice.

Promote referral and encourage Axway employees

to be its ambassadors

Axway continued its referral programme, encouraging Axway

employees to invite members of their network to join the

Company.

3.2.3 A motivating working environment

The level of employee engagement is one of the qualitative

criteria considered when determining the Chief Executive

Officer’s variable compensation.

3.2.3.1

Incorporate employee expectations

Axway has organised an annual engagement survey since

2016, called the “Axway Voice Survey”.

Engagement survey methodology

The objective is to regularly measure employee engagement

and identify global and local areas for improvement – by

country, but also to deploy related action plans. This dialogue

is based on the survey, as well as:

Under the methodology, a baseline participation of 30% of

employees invited to respond is needed for the survey to be

representative of the employee voice. 65% is considered a

good participation rate.

●

focused working groups by community led by the employees

It is recognised that for a company to achieve its goals and

create a profitable virtuous circle, it needs an employee

engagement rate of 60% or above. This reflects the% of

employees who feel positive and engaged with the Company’s

goals.

themselves. An internal Hackathon was organised in

April 2021 and was highly successfully with employees who

were invited to propose initiatives to improve employee

engagement;

●

full result reports by the Chief Executive Officer or Executive

Committee members through meetings held to present

results and action plans to be deployed;

Participation in the 2021 survey

Employee participation in the survey at the end of 2021 was

79%, and the engagement rate was held well above 60%, at

66%.

●

internal roadshows by Axway Executive Management

members, held in-person and virtually, open to all employees

and organised by geographical area.

These scores are well above those recorded in 2019, and

slightly below 2020, considered an exceptional year during

which employee engagement reflected their appreciation of the

many support and communication measures implemented

during the pandemic.

In 2021, these meetings continued and once again enabled

both the strategy and team innovations to be shared, but also

all teams to be kept informed of measures implemented in

response to the pandemic and the social link between

employees working mostly from home to be maintained.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 55

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% participation in the internal survey

% employee engagement

Conducted in October 2021 for the fifth year running, the employee engagement survey is a key management tool for measuring

employee engagement and for Company management, as well as an opportunity for employees to raise issues. The engagement

indicator is also included in the executive compensation policy.

2021

Employee engagement indicator

2020

2019

Employee internal survey

79%

66%

yes

Internal survey participation rate

86%

69%

yes

83%

58%

yes

Level of employee engagement

Questionnaire including environmental and societal questions

Survey on working from home expectations

Customer satisfaction criteria included in employee compensation

Employee engagement criteria included in the Chief Executive Officer’s compensation

Executive Management communication on strategy: number of events organised

Executive Committee member internal roadshow

Working group following the internal survey

Seniority bonus

yes

yes virtual

yes

yes virtual

yes

This flexibility is mainly founded on:

3.2.3.2

Future of Work, a flexible and

●

sustainable approach to working

coordination between the team and management to define

together the days employees work from home;

Balancing working from home and working on-site

Future of Work: 60/40%

Even before the international pandemic, the “Home Office”

system was extensive in the United States. 37% of Axway

employees based in the United States were already working

from home.

●

freedom to work remotely from a private location several

days in a row;

collaborative digital tools to enable constant dialogue with

the team.

This working-time policy was recorded in a professional

agreement in France in October 2021, applied from

1 November and in Germany in early January 2022. The roll-out

of this flexible arrangement continues in the first-half of 2022

as the various countries lift health restrictions.

In 2020, faced with a global pandemic, Axway implemented

working from home measures for all employees in only a few

weeks.

In 2021, Axway launched a new flexible and sustainable way of

working, Future of Work. This system responds to employee

expectations expressed in surveys and internal discussions

and aims to contribute, for each employee, to a good work/life

balance in the most fulfilling conditions.

2021

Years

2020 2019

100% N/A

Good practice information on working

from home (% of employees)

100%

Drafted with all employees through two internal surveys and

local working groups, the Future of Work policy promotes a

better work/life balance by enabling employees to work 60% of

time remotely and 40% of time on-site, in an Axway office.

Making working time more flexible

Employees on part-time contracts: 2.45%

For each of its subsidiaries, Axway complies with its legal and

contractual obligations concerning working time. Working time

is determined based on local requirements and activities. In

most of the countries where its employees work, Axway is

affiliated to a collective agreement: in France, Axway Software

implements the French National Collective Agreement for

technical design and engineering offices, engineering

consultants and consulting firms.

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statements

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ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

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Risks

and Control

Corporate

responsibility

Corporate

governance

Employer Commitment: continue to shape the Company we want to work for

In 2021, 2.45% of Axway employees worked part-time, up from 1.80% in 2020, mostly within the scope of parental leave.

2021

2.4%

Working time and working from home

2020

1.8%

2019

2.1%

N/A

Total percentage of employees working part-time

Percentage of employees working from home during the COVID-19 crisis

Number of days worked from home by employee (per quarter)

100%

33 days

Number of days worked from home by employee (per month and in France) - No longer

applicable since the October 2021 agreement

N/A

37%

Yes

N/A

Yes

5 days

33%

Yes

Number of employees working from home in the USA (as an annual%)

Collective bargaining agreement

Employee training manual

Yes

Since 15 March 2020, the start of the fist lockdowns, the

France Human Resources Department has discussed

developments in the health situation and all related measures

with employee partners, keeping them informed.

Additional leave

At Axway, additional leave is granted based on several criteria:

seniority, age, family situation or personal events in order to

improve each employee’s work-life balance. For example, this

represents on average five days per employee in France.

Beyond regulations, the collaborative working model adopted

by Axway is accompanied by careful attention to premises

where employees work and meet. These are welcoming,

sometimes fun places that encourage shared time involving

unified themes. In 2020, certain employees, particularly in

France and the United States, spontaneously formed online

sports, instant messaging and regular discussion groups that

continued actively in 2021.

To recognise the considerable efforts of employees in 2021, as

in 2020, Axway granted all employees an additional day’s leave,

Maintain low absenteeism

Absenteeism remains very low at Axway and is mainly linked to

family events.

Due to widespread working from home, it was difficult to

calculate exact rates of absenteeism for 2020 and 2021 in a

manner comparable to previous years.

Training and information on the quality of work life

Depending on the year, Axway proposes training modules or

communicates information in the following areas:

It can however be noted that the absenteeism rate was 2.08%

in 2021.

●

health and safety programmes;

●

installations and equipment;

2021

2020

N/A

2019

2.72%

1.21%

●

physical and psychosocial risks;

Absenteeism rate

2.08%

●

health coverage;

Sickness

0.96%

●

good health practices – Healthy Week;

Number of workplace

accidents/occupational illness

●

health and safety intranet space;

0.93%

1.02%

0.13%

0.01%

1.00%

0.07%

0.02%

0.04%

1.33%

0.10%

0.04%

●

information or the Future of Work system

Maternity-Paternity-Adoption

Family events

CIF (individual training account)

Encourage a healthy, balanced and engaged lifestyle

Axway is committed to providing its employees with a safe and

healthy workplace. With this aim, Axway has implemented, for

several years now, a well-established health and safety policy.

3.2.4 Develop the talents of each employee

3.2.4.1

Skills development

3.2.4.2

Axway University

In the digital sector, skills development is achieved both

through training and sharing experience. Experience is gained

within teams and with customers, partners and suppliers and

also now with societal organisations where digital

transformation is deployed to citizens in a circle of use that

stimulates technological innovation.

Axway University is Axway’s major development centre. The

training offering focuses on the activities critical to Axway’s

success: technical expertise, upskilling the sales teams,

personal development and management, business ethics,

security.

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For two years, training courses have been digital. In 2021,

Axway University set up a new e-learning platform, Learning

Management System – LMS – which helped maintain a high

level of training throughout the pandemic. Training could be

organised for customers, partners and employees despite

health constraints in the past two years. Depending on the

subject, training may be optional or mandatory. Digital training

represented 77% of training hours in 2021. The digital format,

which requires short, dynamic sequences, represented 93% of

training hours in 2020. Sessions can be accessed from the

new platform and are integrated into Axway’s “Jive” internal

social network. Employees have access from their usual work

tool and choose from a wide range of courses that they can

use as they wish, according to their needs.

A total of 29,915 hours of training were provided in 2021 to

2,297 employees⁽¹⁾, i.e. an average of 1.86 days per trained

employee, up significantly year-on-year.

2021

29,915

77%

Training sessions in 2021

2020

24,176

93%

2019

30,900

58%

Total number of training hours

% of e-training

Number of employees trained⁽¹⁾

Average number of training days per employee

Number of interns trained⁽²⁾

2,297

1.86

2,292

1.50

2,194

2.00

38,258

750,000

Yes

20,142

n/a

14,011

n/a

Training budget (in €)

Dedicated training intranet space

Employees having a career interview every 2 years

% of employees having a career interview

Yes

96%

98%

(1) Including employees who left the Company during the year, but who had taken a training course.

(2) Employees who took several training courses during the year are counted several times.

Foster innovation and experiment

Open business Factory

3.2.4.3

Experience and innovation,

a virtuous circle

Learn and succeed through customers

The use of Axway’s solutions by customers is fundamental to

the Company’s success. All Axway employees contribute to

building a customer-centric culture in all projects in which they

participate.

The Open Business Factory is a co-creation “laboratory”

dedicated to Open Innovation driven by Axway.

Co-built in conjunction with six founding members from

leading companies, the Open Business Factory brings together

innovation and digital directors from forty leading groups, to

federate a community of members wishing to pool their

discussions in a momentum of innovation and synergy.

If they do not work directly with customers, employees can

obtain customer feedback through the permanent monitoring

of customer satisfaction, the Voice of the Customer

programme, organised by the Customer Experience team.

Due to the emergence of Subscription models, which change

the way customers use Axway’s solutions, the Company has

Following a successful launch despite the health crisis, the

initiative was strengthened in 2021. The Open Business

Factory circle organised six ideation workshops around issues

such as innovations expected by millennials and the

challenges for companies, major data and data sharing

deployed

training module on assessing customer

satisfaction: the Net Promoter Score module. This module is

taken by all Axway managers and most teams, whatever their

function. A total of 1,611 employees have been trained since

the launch of this initiative, including 63 employees in 2021.

infrastructures, sustainable development as

a driver of

co-innovation, executive committee involvement in the

innovation approach, frugal innovation, the holy grail and,

finally, the Marketplace: a field of infinite possibilities. These

workshops enabled member companies to launch and enrich

new innovative projects.

In addition, the NPS customer performance indicator has been

added to the criteria for determining the amount of variable

compensation for eligible employees, as detailed in

Section 3.3.1 of this Chapter.

Coordinated by Axway, the Open Business Factory brings

together six founding members:

These various initiatives place customer satisfaction at the

heart of Axway’s strategy and make all employees active

participants in this approach.

●

Matthieu Heslouin, Chief Digital Officer, BPI FRANCE

●

Laurent Papiernik, Chief Data Officer, Gares SNCF

Connexions

●

Hicham Rais, Head of Smart Systems and Innovation, IDEX

Services

Dominique Cadi, Deputy Chief Information and Digital

Services, Ile de France Mobilités

Frédéric Charles, Digital Strategy and Innovation Director,

Suez Smart Solutions

Caroline Jamin, Head of the Business Acceleration and Open

Innovation Department, TOTAL ENERGIES

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ﬁnancial

statements

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share capital

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Combined General

Meeting of

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Corporate

governance

Employer Commitment: continue to shape the Company we want to work for

Past workshops: peer debates and benchmarking

Date/subject

Format

In-person: Breakfast at the Ritz -Paris

Virtual: WORLD CAFÉ WEBINAR

Number of participants

24 September 2020: “Innovations expected by millennials”

25 November 2020: “Major data and data sharing infrastructures”

10 March 2021: “Sustainable development, a driver of co-innovation”

7 May 2021: “Executive Committee involvement in the innovation approach”

9 December 2021: “Frugal innovation 2.0: the holy grail”

16 February 2022: “The marketplace: a field of infinite possibilities”

Virtual: WORLD CAFÉ WEBINAR

In-person: Breakfast at the Ritz -Paris

https://www.openbusinessfactory.com/

Internal mobility for continuous learning

Benefits of the Axway community

Axway’s teams in 18 countries can share Company events via

the “Jive” internal social network, internal newsletters and

on-site events:

2021

2020

2019

Internal transfers

181

371

110

●

To meet the expectations expressed by employees in the first

employee engagement surveys, Axway pursued its voluntary

internal mobility policy for all employees in 2021.

the “Jive” internal social network: a day-to-day tool for

exchanges between employees, Axway’s internal social

network is aimed at all employees and is the Company’s

internal space for discussion. Organised by spaces and

All job offers (excluding highly confidential jobs) can be viewed

by all employees. By going to the internal network’s Make your

Move “MY Move” Career page, each employee can access the

internal application management portal. In addition, every

Friday, the internal newsletter publishes three to five new

offers to give them special visibility.

communities, it provides

a range of services: internal

resources, employee information, tools, customer references

and product catalogues. It was particularly precious during

the two years of the pandemic which generated considerable

internal communication.

In addition to the internal social network:

The internal mobility policy and the rules for benefiting from it

are available in various formats and distributed on a regular

basis.

●

the Griffin Digest: this weekly internal electronic newsletter

distributed by the Human Resources Department, whose

name echoes the griffin of the Axway logo, is sent every

Friday to all employees, regardless of their geographical

location or the entity to which they belong;

181 employees moved internally in 2021, either via a promotion

or a change in position. The 2019 published figure did not

include employees whose job title or code had changed,

contrary to 2018 and again this year.

●

the Friday Customer Connection letter: this is distributed by

Axway’s CEO, who presents

a signature or customer

In addition, employees are encouraged to promote available

positions at Axway in their own network, through the referral

programme presented in the recruitment Section of this

Chapter.

reference to all teams each week, in the form of a few lines.

It is a popular channel for gaining a better understanding of

how customers use Axway’s solutions;

●

communications issued by Executive Management and the

various members of the Executive Committee: these

increased in 2021 to inform employees, support activity and

employee morale and share decisions;

Appraisal for progress and growth

●

Talent Review approach: for the third year in a row, Axway

set up and carried out a global talent review (95% of the total

workforce) to appraise and discuss the performance and

potential of each employee. Carried out collectively and

shared by managers and Human Resources managers, this

annual exercise, which replaces the former annual

assessment interview system, makes it possible to identify

key talents and the development and training actions

necessary for the development of each employee.

●

Executive Roadshows: in-person and virtual meetings

organised by Executive Management members with

employees by country.

Develop managerial power

In 2021, Axway continued the Objectives and Key Results –

OKR – approach, which enables Axway to collectively manage

the performance of its teams by defining strategic objectives

by business line and even key results that are shared on a

quarterly basis.

This new system is part of the adoption, at the end of 2019,

global approach to continuous performance

management based on ongoing dialogue between

employees and managers.

In order to deploy the continuous performance management

approach to all employees, the Company has designed training

modules to introduce teams to these concepts.

●

The professional interview: since 2014 and in accordance

with the law, Axway has also conducted – in France – a

professional interview every two years. This meeting

between the employee and a Human Resources professional

allows the employee to consider his or her professional

development paths, both in terms of qualifications and

employment and provides an opportunity to discuss his or

her aspirations.

Complementary

Conversation/Feedback/Recognition

encourages ongoing dialogue and regular feedback between

managers and employees throughout the year.

this

approach,

CFR

the

–

system

These training courses were deployed during 2020 and

continued in 2021 with 368 employees receiving 128 hours of

training.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 59

Corporate responsibility

Employer Commitment: continue to shape the Company we want to work for

3.2.5 Recognise and promote talent

Average seniority: 8 years

Pay according to attractive financial

and social conditions

Build loyalty in a long-term project

The Axway compensation policy reflects industry practice,

according to the country of business, and also the assessment

of the performance and potential of each employee.

Employees are encouraged to build and develop their own

potential within the Company.

Axway’s objective is to write a shared employee/Company

history. This shared history is already visible in the average

seniority of men and women at Axway – 8 years – in a volatile

employment market.

Recognise and celebrate employee loyalty

In 2021, as in previous years, Axway paid salary increases in

accordance with a policy of individualisation, applied in a fair

and identical manner in all countries where Axway operates.

At Axway, employee loyalty is rewarded. Employees who have

been with Axway for 3, 5, 10, 15, 20, 25, 30, 35 or 40 years are

honoured for their loyalty to the Company during a friendly

event, an initiative held at all Axway sites and shared on Jive,

the internal social network. 541 employees were honoured in

2021.

In France, employees are eligible for profit-sharing according to

the provisions of a new agreement signed for the period

2021-2023 as well as a company Savings Plan.

In accordance with the law and best practice in each country,

Axway also takes part in retirement and pre-retirement

schemes, as well as occupational-insurance schemes covering

its employees for various additional contingencies, beyond the

regulatory provisions imposed by the different countries.

Example compensation components specific to Axway

2021

Yes

Compensation components specific to Axway

2020

Yes

2019

Yes

Variable compensation tied to Company performance depending on the position held

% of employees receiving variable compensation tied to customer satisfaction

% of employees receiving profit-sharing – France *

61.7%

100%

60.0%

100%

58.9%

100%

200

Number of shares granted to employees under the annual plan

Applicable to all Axway France employees with at least 3 months’ seniority in the fiscal year, or at the date of departure or in the event of contract

termination. 515 employees received profit sharing in 2021 in respect of 2020 results.

active at that date, subject to the condition that they remain

employed by Axway for a period of three years, i.e. until 2022.

Become an Axway shareholder: the free

share grant programme

In order to involve its employees even more closely in the

Company’s transformation project, Axway introduced two free

share grant plans. The first plan was launched in 2012

following the Company’s IPO. The second plan was launched in

2019 with the grant of 200 free shares to all Axway employees

At the end of December 2021, Axway employees held 0.96% of

the Axway share capital vs. 0.84% in 2020.

The free share grant plans are described in Chapter 4 and the

breakdown of the share capital is presented in Chapter 7 of the

2021 Universal Registration Document.

3.2.6 2023 social objectives

Axway constantly implements an improvement process, with

both short and long term goals, to develop its employer

responsibility in line with its customer commitments and its

strategy.

In 2021, collaborative efforts were also launched to determine

a common framework for the Company as a whole, based on

new working practices, flexibility and working on-site and from

home, while tailoring the Axway strategy to employee

expectations: the “Future of Work” programme.

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and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Societal Commitment: have a positive impact in our communities as a leading publisher

Axway has set the following indicators for 2023:

Employer Commitment

●

employee engagement score above 70% in 2022 and 2023;

increase in the % of women employees to 33% by 2023;

●

EMPLOYER

25% increase in the number of people with disabilities by

2023.

■

Employee Engagement Score >70%

These programmes will be deployed across the Company and

adapted to local requirements.

for 2022 & 2023

■

33% of women in total headcount by 2023

■

+25% of people with disabilities by 2023

Societal Commitment: have a positive impact

in our communities as a leading publisher

3.3

Axway’s societal commitment exists in the digital environment

The societal responsibility programmes are very naturally built

around the technological skills and digital uses that Axway

teams can share with all its stakeholders including civil

organisations and particularly women and people with

disabilities who are less represented in the sector.

where innovation changes use, including in civil organisations.

The Company participates, in particular, in the work of

professional bodies such as Syntec/Numeum in France.

Axway’s materiality analysis has helped deepen the assets that

Axway can share with civil organisations, in a similar way to its

employer commitments. They are presented in the first part of

the NFPS.

The societal commitment is truly evidenced when legal tools

formalise commitments. Axway therefore continues to develop

its internal processes, charters and responsible labels that

push forward Axway with its stakeholders.

Axway’s societal responsibility indicators are founded on

surveys conducted with its customers and employees, and

through dialogue with its shareholders, partners and suppliers.

3.3.1 Increase customer satisfaction

The satisfaction of Axway’s customers, alongside that of its employees, is Axway’s first commitment. This satisfaction

guarantees the performance of the IT systems implemented and creates a virtuous value chain, notably through upskilling

teams, innovation, and better digital services. This value creation is in turn shared with internal teams and other stakeholders:

partners, suppliers, investors.

The Axway Customer Success organisation

Measure customer satisfaction

The Customer Success organisation, which is central to the

Axway business model, as described in the profile of this

document, represented 42% of Company employees in 2021.

Its goal is to maintain a permanent dialogue with customers to

propose tailored and scalable solutions and services in line

with their expectations.

The customer satisfaction indicator set up at Axway in 2016 is

based on the Net Promoter Score (NPS) method. Incorporated

into the Axway risk management process, it is used as a

performance indicator for the variable compensation of certain

employee categories and the Chief Executive Officer (see

Chapter 4 of this document).

This department is managed by the Customer Success Officer,

a member of the Axway Executive Committee and metrics are

presented each year to the Board of Directors and the

Appointments, Governance and Corporate Responsibility

Committee.

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Corporate responsibility

Societal Commitment: have a positive impact in our communities as a leading publisher

The Net Promoter Score (NPS) indicator measures the

satisfaction of 3 customer categories: Detractors, Passive,

Promoters. It is built around:

Train and share skills

The expectations identified in customer surveys are used to

build training programmes for both Axway and customer

teams.

●

an iterative process:

a closed-loop customer feedback

survey, ensuring dialogue with all customers throughout the

year and over the long term;

Sharing Axway’s CSR performance

with its customers

●

customer management tools: Customer 360° Dashboard,

etc., “Customer success plans” which reinforce this dialogue,

provide follow-up reports and update marketing databases

to launch campaigns, meetings, training courses, etc.;

Each year, Axway assesses its CSR performance using the

EcoVadis platform to promote transparency and trust by

customers and business partners. Bringing employees,

processes and the platform together, EcoVadis implemented a

broad-spectrum CSR assessment methodology covering 150

purchasing categories, 110 countries and 21 CSR indicators.

This is the leading collaborative platform evaluating suppliers’

sustainable development performance for global supply

chains. EcoVadis has become a trusted partner for buyers at a

significant number of multinational companies.

●

customer expectations which fuel Axway software design

and Research and Development.

The customer satisfaction indicator is 29 in 2021, a rise of

4 points on the previous year.

Axway has set itself the goal of increasing customer

satisfaction with a Net Promoter Score (NPS) score of 40

by 2023.

Silver EcoVadis label

The main customer expectations measured by the system

cover the following concerns:

●

OVERALL

software quality and performance;

61/100

SCORE

●

technical support;

●

service engagement;

●

training;

●

customer events;

●

customer management.

ENVIRONMENT

LABOR &

HUMAN RIGHTS

ETHICS

SUSTAINABLE

PROCUREMENT

These measurements drive the Axway software design and

development strategies.

Tailor customer dialogue

70/100

30/100

From the beginning of the health crisis in 2020, the customer

engagement strategy enabled Axway to adapt its means of

communication. This was successfully continued in 2021,

although in a more hybrid format:

Axway retained its Silver label rating, with an improved score of

61/100 compared to 60/100 last year.

Axway aims to improve its performance and achieve the Gold

label by 2023.

●

certain customer events were held in-person, such as

Axway’s 20 year celebration in Paris in October 2021 - while

others became virtual, shorter but more frequent;

Axway also answers customer questionnaires via other

independent external organisations such as AFNOR with the

Acesia platform.

●

79 user groups and customer advisory board meetings were

held virtually in 2021;

Support co-development

There are an increasing number of co-development or

co-innovation projects bringing together a customer, a partner,

selective studies and questions helped assess well-being in

customer relationships;

the on-line Axway Customer Community was expanded with

over 4,000 participants by the end of 2021;

start-up and a public or societal organisation. The

development of mobile apps to which Axway contributes data

helps offer new services to general public users.

a “virtual contact” training course was launched to share

good practices in video conferencing;

●

an ideation portal was introduced in 2021, where customers,

partners and employees can collaborate on product ideas

and vote on the ideas they like.

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and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Societal Commitment: have a positive impact in our communities as a leading publisher

3.3.2 Deploy our responsibility vis-à-vis all our stakeholders

●

in universities, to share Axway’s experience with female

students;

3.3.2.1

With our employees, sharing

their expertise with societal

organisations

●

in local associations working in girls’ or women’s

communities to promote digital learning and training.

The programmes supported by Axway over the past several

years have therefore been analysed with a view to a more

comprehensive deployment. They include:

Axway has included sharing expertise in its Societal

commitment.

In 2021, two lines of progress were defined:

The Elles Bougent association aims to promote exciting

scientific and technical professional paths to schoolgirls and

female students in France. It seeks to demonstrate how these

professions are accessible to women through the testimonials

and the mentorships of women that have chosen these

professions.

●

digital development programmes for women;

●

awareness-raising programmes for the integration of

people with disabilities.

In addition, Axway supports initiatives undertaken by

employees through societal organisations, according to the

countries where it is located.

Axway helps develop and raise awareness of digital careers

with organisations such as:

The FACE foundation Wi-Filles programme was chosen to

support the digitisation campaign with Axway individual

shareholders. Wi-Filles is a programme to introduce young girls

between 14 and 16 years old to digital uses, jobs and skills. It

encourages young girls to further their understanding of a

future with digital, develop their independence and their ability

to act and take control of their education and career.

(https://www.fondationface.org/projet/wi-filles/).

●

Syntec in France: contribution to surveys on the digital

sector, workshops;

●

Talents du Numerique “Des metiers d’avenir pour un monde

à inventer’: participation in the work of this organisation

aimed at promoting and developing digital innovation for all,

and

vulnerable

groups.

https://talentsdunumerique.com/;

●

Mission handicap: described in Section 3.2.2 of this Chapter.

Digital development programmes for women: deploy

4 new programmes by 2023

Professional Women’s Network, a European women’s network

with 700 active members in Paris and 4,000 members in 30

cities, present in Dublin, Rome, Berlin, Madrid, etc. It promotes

women engineers who transmit their passion and wish to

encourage vocations. The partnership between PWN and

Axway enabled 12 female employees from Europe to

participate in discussions organised by the network and thus

raise awareness of Axway. The Axway Human Resources

Director facilitated a roundtable discussion on gender diversity

during the organisation’s annual congress on 7 October 2020.

Axway has decided to increase its involvement in sharing its

digital expertise with societal organisations. In 2022 and 2023,

Axway’s Corporate programmes facilitated by the CSR system

will be deployed with contributions from volunteer employees

to provide personal accounts and support young girls and

women:

●

in primary and high schools, to encourage young girls to

pursue scientific or artistic studies that will lead to digital

businesses;

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Corporate responsibility

Societal Commitment: have a positive impact in our communities as a leading publisher

Societal initiatives launched under the impetus of employees in different countries.

Theme

Example initiatives

Dignity of the human

person

In France, employees organised a collection of gift boxes to be distributed for Christmas to people in need. Each box

contained something warm, something tasty, something to relax, a beauty product, and a small card. Axway collected 50

boxes which were then redistributed to the neediest though different charity organisations.

In Bulgaria, employees bought and donated the most necessary and needed products for families in support of “Together

Forward – Rosino” foundation. This foundation provides a hot lunch for children from socially disadvantaged families,

collects clothes and shoes. “Together Forward – Rosino” Foundation supports about 40 families in the area.

Smile4you is an association in Bulgaria that supports children with problems in development and their families who could

not work “normal” jobs as their children`s special needs. Every year, Axway Bulgaria collaborate with them by purchasing

meaningful gifts for employees for various occasions through the year.

Feed My Starving Children (FMSC) is a non-profit organisation that provides nutritious meals to children worldwide.

Volunteers package the meal, then the packages are distributed to schools, clinics, orphanages, and feeding programmes

around the world. On 18 August 2021, Griffins packaged MannaPack Rice which is the first and original food formula that

FMSC uses. The ingredients include soy, rice, vegetables, and vitamins. These ingredients reduce problems with

malnutrition. Axway employees packaged 87 boxes, which made 18,792 meals, and fed 51 kids for a year.

In the United States, St. Mary’s Food Bank exists to help feed hungry families throughout Phoenix and nine Arizona

counties. Employees who are local to the Scottsdale office brought in cans to the holiday party, while remote employees

had the opportunity to make a monetary donation online. The Scottsdale office donated enough cans to fill an entire SUV.

In Romania, FDP Protagonisti în Educație is an association that promotes the human dignity of the most disadvantaged

people in our communities, building on the experience of each of them and involving them as real protagonists of their

lives. Axway Romania employees donated 4500 RON (€910), which will be used to support 50 children with special

educational needs who receive therapeutic support in the “Wonder” day centre.

Fresh fruit for hospitals in Romania: Axway donated approximately 110kg of fresh fruit to the medical entities of several

hospitals in Bucharest including Fundeni Hospital and the Cancer Institute as well as to other children’s hospitals.

In France, five-year partnership with ADIE - a non-profit association - to which Axway supplies software. This association

helps people marginalised in the labour market, without access to the traditional banking system, to set up businesses and

thus create their own jobs, via the use of microcredits.

Environment

Adopt a Hive is a socially responsible programme that offers a comprehensive solution to the problems in the beekeeping

industry in Bulgaria and supports all Bulgarian honey producers and of course preserving the sweety bees as they are one

of the most important creatures on the planet and their existence is crucial for all other species, including humans.

Caps for Future in Bulgaria: this campaign consists in collecting plastic caps for recycling. The money obtained goes

towards purchasing incubators for premature babies and special ambulances for children. Dedicated collection areas

have been set up on Axway’s premises. The caps are collected twice a year and the programme is supported by

communication campaigns. From 2021, we started to collect and recycle aluminium cans as well.

Animal Dignity

Animal Rescue Sofia is a Bulgarian organisation working to solve the problem of stray dogs and cats. Dozens of people

come to the shelter to help every week - the volunteers provide indispensable help to the dogs by walking and socialising

them. Thanks to them, the dogs in the shelter improve their contact with humans and build a stable relationship of trust.

●

integrator partners to implement Axway solutions within

customers, whether through co-selling, referencing or

reselling. Axway works with Digital Service Providers - DSPs -

both generalists and specialists in digital transformation, on

a local or global scale;

3.3.2.2

With our partners: innovate

in responsible values

●

partners for the distribution of Axway products. These

resellers are particularly present in Asia Pacific and Latin

America;

Axway applies its ethical and anti-corruption rules to the

various partners with which it works. These partnerships are

formalised at local or global level and according to the

different types of agreements:

consultancy firms for Axway’s solutions as part of their

digital transformation missions.

●

global technology alliances to strengthen Axway’s

on-premise and cloud-based offerings with suppliers such as

AWS and Microsoft Azure;

In 2021, Axway again strengthened its partner system which

encourages co-innovation through the creation of joint

solutions via the Amplify Marketplace. With its partner

ecosystem, Axway extends its market impact through different

levels of reciprocal commercial commitment, co-marketing

initiatives and partner training courses.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

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Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Societal Commitment: have a positive impact in our communities as a leading publisher

Axway also measures the level of satisfaction of its partners.

The Net Promoter Score (NPS) indicator, whose methodology

and system were previously described in Section 3.3.1 of this

Chapter, provides essential information for working relations

between Axway, its partners and its customers.

Integrating CSR criteria into the purchasing

processes

The ethical tools and charters described in this document are

shared with Axway’s suppliers.

Social responsibility clauses depending on the type of supplier:

responsibility charters are therefore tailored to the types of

service provider: purchases for internal use, purchases for

external use, OEMs, external products embedded in our offers.

In 2021, the satisfaction survey of global partners confirmed

their strong commitment to Axway.

3.3.2.3

With our suppliers: strengthen

the sustainable purchasing system

Furthermore, when analysing its indirect environmental impact

presented in Section 3.4.2 of this document, Axway launched

an analysis of the 50 main suppliers of goods and services,

computer resources and IT services to consider, as a first step,

their environmental and societal performance.

Over the past two years, Axway has improved its

purchasing and supplier selection system,

strengthening its sustainable purchasing analysis

process in line with its commitments. This

The implementation of a Green Taxonomy in 2021 also

included an analysis of resources and services purchased from

suppliers.

information is detailed in Section 3.3.8 of this Chapter.

Purchases are central to Axway’s activities, both for internal

consumption and projects undertaken with customers and

partners. Purchase agreements are carefully organised at

Axway to guarantee the Company’s service quality and

compliance with ethical commitments.

This work contributes to developing Axway’s sustainable

purchasing approach, which occupies a major place in the

Company’s business model.

IT purchases for Axway’s internal activity and customer

projects are made by the dedicated IT Purchasing team which

oversees the clauses contained in the contracts with the Legal

Department. Depending on the supplier, Axway will retain the

clause already set out by the supplier or incorporate one of its

clauses from its ethics charter available on the website

www.axway.com.

3.3.2.4

With our shareholders and

investors: financial information

transparency

Since its shares were listed in 2011,

Axway has constantly enhanced its

financial reporting according to best

practices to ensure the equal treatment of

Other purchases are made directly by Business Units based on

the procedures drawn up for Axway as a whole and its 18

global offices.

all shareholders and inform them of financial matters in

complete transparency. These practices are primarily based on

the following processes:

Axway’s purchasing procedures

●

adhesion to the Middlenext Code and distribution of

The procedures are known and available on the Company’s

internal social network. The Legal Department discusses each

purchase with the Business Unit and ensures that clauses

similar or in reference to the Axway ethics charter, including

anti-corruption practices, are included and signed by the

supplier or partner.

governance between the Board of Directors and the

Executive Committee;

●

Euronext Paris listing;

●

participation in the Gaia socially responsible investment

index;

●

team, resources and website dedicated to shareholders and

investors;

The purchasing procedure covers 100% of purchase

agreements, which are reviewed by the Legal Department

and include social responsibility clauses.

●

dialogue with investors and individual shareholders;

●

observance of financial reporting best practices;

●

responsible dividend policy.

ESG responsible investment index: Gaia Rating

A defining purchase management tool

For several years, Axway has participated in the Gaia

Rating index by providing all the non-financial data

requested by Gaia. This index designed for investors

measures the social, societal, environmental and

governance indicators of companies that complete their

questionnaire and then selects the best 230 entities.

Deployed at the end of 2020, Axway’s Purchasing platform

enables the secure signature of supplier contracts, enhancing

its purchasing control and responsibility procedure. Axway

supplier selection and commitment indicators may also be

drawn up under this project.

Regular audit and monitoring of purchasing

procedures

Purchasing procedures are regularly audited by the internal

audit Department and presented to the Audit Committee.

In 2021, Axway was rated 75/100 and therefore retained in the

index for companies reporting revenue of between €150 million

and €500 million.

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Corporate responsibility

Societal Commitment: have a positive impact in our communities as a leading publisher

In the coming months, Axway will conduct an opportunity study

on inclusion in a new ESG financial rating index.

Analysis of new sustainable finance indices

for Axway

Investors’ new expectations for ESG performance indicators

led Axway to review all surveys submitted to it by non-financial

rating agencies.

3.3.3 Evidence our commitments using ethical and responsible tools

Axway has decided to work on a global ethics programme

driving values in the Company as a whole and within its

ecosystem. This programme is also materialised in charters

which are shared with stakeholders.

In accordance with AMF recommendation no. 2016-081,

Axway has set up a committee dedicated to the publication of

insider information. It is responsible for assessing whether

information is privileged or not and for studying the

consequences of this qualification in terms of the

dissemination of information.

The charters are all available on Axway’s website under the

heading Ethics & anti-corruption.

The purpose of the Securities Trading Code of Conduct is to

inform employees, company officers, executives or other

Axway stakeholders as well as any current or future

shareholder of the Company of the legislative and regulatory

principles relating to market abuse as well as the additional

internal measures put in place in particular to prevent insider

misconduct. The Code of Conduct was updated in 2020 to

comply with AMF regulatory changes and recommendations.

Trust in our business relationships

The Ethics charter is applicable to employees,

company officers, executives as well as

stakeholders with which Axway works. Its purpose is

to present the key values for Axway and the legal tools that

ensure compliance with these values.

Axway has demonstrated the principles underlying this charter

through specific examples. An online training course is

available. Axway’s objective is that this training is completed

by all employees. New recruits must complete it within three

months of their arrival. Automatic reminders are sent out if

necessary.

Data protection

Through its presence in 18 countries, Axway wishes to

maintain a common culture of transparency, trust, integrity and

responsibility both internally with its employees and externally

with its customers and business partners.

Axway’s

privacy

compliance

programme

Whistle-blowing procedure

To safeguard its values, in 2018, Axway set up

whistle-blowing system respecting the confidentiality of the

identity of the whistle-blower and the individuals targeted. In

addition to questions concerning the application of our Ethics

(https://www.axway.com/en/gdpr) supports this culture by

presenting policies to ensure that processing complies with

the laws and regulations in force in the countries where it

operates: the General Data Protection Regulations in the EU

(GDPR), the Privacy Act amendment 2017 in Australia, the

California Consumer Privacy Act in the United States and the

Lei Geral de Protegao de Dados in Brazil.

charter,

the

dedicated

address,

axway.notification@axway.com, has dealt with three

whistle-blowing incidents since its launch.

In keeping with its pledge to accompany the digital

transformation of its customers in complete security Axway

publishes an information memo on the protection of privacy

for each of its products on its website, to support its

customers in their privacy compliance policies.

Fight against corruption

Axway has adopted an active approach in the fight against

corruption. Each year, Axway renews its adhesion to the United

Nations Convention of 31 October 2003 against corruption

which commits it to applying the laws in force, including

anti-corruption laws in the countries where it operates. More

specifically, Axway has undertaken all measures to satisfy its

obligation to comply with the Sapin 2 law and continues to

develop its monitoring practices and tools accordingly.

Ensure digital security

As a software publisher, digital security is central to the

Company’s processes. As already presented in the preceding

Sections of this Chapter on customers, suppliers and partners,

Axway ensures the security of its exchange processes and

applications.

Securities Trading Code of Conduct

As a listed company, Axway is subject to compliance with the

provisions of European and French stock exchange laws

relating to market abuse and insider trading.

The digital security system is organised by the Executive

Security Committee which runs the Security Management

System via a dedicated team. The Committee meets three

times a year.

The basis of this regulation is founded on the principles of

transparency and equality between shareholders and investors

so that any buyer and seller of financial instruments of a listed

company has access to the same information, at the same

time, on that company.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Societal Commitment: have a positive impact in our communities as a leading publisher

Security risk management and the related system is described

in Chapter 2 of the 2021 Universal Registration Document.

The programmes addressing the needs of all stakeholders are

founded on recognised standards, protocols and processes

and include:

For customers:

●

ISO 27001 certification

●

SOC2 Type II audit

●

assessment of security as an indicator of customer loyalty

●

security of cloud services

●

security of support services

●

security management for developments without any breaches and viruses

penetration-integration testing for Axway products and services

sector compliance depending on customer requirements

auditing

●

internal training

For employees:

●

security of exchanges between Axway’s internal systems

●

security of information contained in the Company’s information system

●

security of systems used for remote working

With various types of partner:

●

hosters in the cloud

●

integrators, advisers

For shareholders and investors:

●

GDPR personal data protection policy

●

file safeguard and shareholder identification procedures

In the COVID-19 context in 2021:

●

business continuity plan based on the ability of all teams and departments to work from home

●

continuity of internal systems that can be accessed at any time from anywhere in the world

●

continuity of cloud services for our customers

Management of Cyberattack risks:

●

internal teams dedicated to managing system and development security

●

rapid response policy and procedure for security incidents

●

Security Operation Centre, operational 24/7

●

advanced systems to protect communications, networks, work stations and premises

Security training

Training sessions on best security practices last in general 30

to 45 minutes. They are supplemented by a second training

session on current Axway security policies, the duration of

which depends on the expertise already acquired by each

employee the previous year.

manner, the various projects that contribute to the security of

our developments and services, as well as how our products

and services meet the security expectations of our customers

and the market.

Attended by more than half of the Company’s employees and

recorded and available on the Axway University platform, this

conference enriches Axway’s security training catalogue.

In 2021, an internal conference called the “Axway Security

Conference” provided an opportunity to present, in a concrete

2021

2020

number

2,944

2019

number

2,668

number

hours

Security training

hours

Annual security training

3,726

2,029

2,208

1,709

This table does not include more technical training sessions, such as sessions focusing on software development, which are

generally longer per employee.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 67

Corporate responsibility

Environmental Commitment: reduce our direct and indirect impact

3.3.4 2023 societal objectives

Axway will roll out the societal commitment programmes

described in this Chapter across the Company’s entire scope

and with the participation of employees over the coming years

based on the following priorities:

Societal Commitment

SOCIETAL

●

continue to boost customer satisfaction with a score of 40

by 2023 (29 in 2021);

■

Net Promoter Score > 40 by 2023

●

enhance its CSR performance via the EcoVadis platform with

a score of 72/100 (61 in 2021);

■

Gold EcoVadis ranking by 2023

4 local programmes in female digital education by 2023

●

develop the programme for young girls and young women in

several countries where Axway operates.

Environmental Commitment: reduce our direct

and indirect impact

3.4

Digital sector and environmental impact

Long regarded as an “intangible” industry, the digital

“information and communication technologies (ICT)” sector

There was then a shift in consciousness with the acceleration

of digital transformation, the development of mobile

applications and the need for corresponding resources, leading

digital industrial players to adopt resource management,

streamlining and offset strategies to limit costs and reduce the

ecological footprint.

was not clearly identified as

a leading stakeholder in

environmental issues. On the contrary, in the years which saw

the development of computer science and then the Internet,

the sector was considered as a contributor to digitisation, as

paper use was eliminated and transport reduced in an

environmental virtuous circle.

International regulations and climate change goals are now set

out in the governance codes and strategies of responsible

businesses, including in the digital sector.

A new phase for Axway

●

In 2021, at the instigation of Patrick Donovan, Chief Executive

Officer, Axway reconsidered its environmental trajectory to

gradually adopt a more sustainable approach to its activities.

This was a strategic turning point, if we consider that the aim is

to attain carbon neutrality by 2028.

monitoring European Green Taxonomy work in line with CSR.

An initial trajectory was therefore established for the next

stages over the seven-year period:

●

2022-2023: understand all the sectors to be covered,

determine the key monitoring indicators, consider the

sustainable purchasing process, set resource measurement

tools, organise internal programmes with the contribution of

employees and the progressive commitment of Axway’s

external stakeholders;

Our work focused primarily on the following areas this year:

●

definition of quantitative goals to reduce the direct impacts

of our activities;

●

inclusion of our greenhouse gas emissions relating to our

●

products and services;

2023-2024: integrate CSR work consistently with the

alignment with the European Green Taxonomy, roll-out of the

reduction and offset programme and processes;

●

initial analysis of Axway’s external activities with an indirect

impact;

●

2024-2027; stabilise the approach in the Axway business

model.

●

initial calculation of the indirect impact using the top 50

suppliers of goods and services in the resource supply chain;

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Environmental Commitment: reduce our direct and indirect impact

Axway has set the target of achieving carbon neutrality by 2028. This project will involve employees and stakeholders and

will be rolled out from 2022. The project is based on 3 levels of action: measuring, reducing and offsetting our impact.

2022

2023

2024

2025

2026

2027

2028

Take account of the direct and indirect impact of activities on the environment

●

During the year, Axway produced an initial snapshot

of its greenhouse gas emission sources, the types of

direct impact: resource consumption linked to the internal

activities of the Company (premises, operations IT

infrastructure);

activities concerned and the

considered in order to classify them in the following

two categories:

3 scopes to be

●

indirect impact: resource consumption linked to external

activities (software design, research and development),

particularly customers.

Emission sources, indicators by activity and scope, for the calculation of the direct and indirect impact by emission

source and usage category

The Scope concepts are defined in Section 3.4.1.2 of the Chapter.

Direct Impact

Resources used for our internal activities

Indirect Impact

Resources used for

our external activities

In CO₂metric tons equivalent

Scope 1

Scope 2

Scope 3

Emission sources

Pictograms gas, fuel-oil,

water

Consumption of

gas and fuel-oil

Fuel consumption

by the business

vehicle fleet

Electricity

Purchases of services and

resources, non-IT suppliers

Purchases of

services and

resources, IT

suppliers

Purchases of services

and resources, IT

suppliers

consumption

Heating network

consumption in La

Défense

Usage categories

in the Company’s activities

Pictograms software

and server

- Services essential to our

operations (lease of

premises, insurance, advisory - IT sub-contracting and Subscriptions

services, communication,

telecommunications,

business travel,

- Software licences - Cloud hosting

and Subscriptions - Software licences

services

- IT sub-contracting

services

- Equipment

(hardware,

telephony, etc.)

sub-contracting, etc.

- Products essential to our

operations (furniture, etc.)

133

728

3,948

6,713

1,922

1,357

17%

83%

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 69

Corporate responsibility

Environmental Commitment: reduce our direct and indirect impact

3.4.1 Measure to reduce our direct impact

Our desire to integrate environmental challenges into our

Reasonable consumption of paper,

plastic and cardboard

In 2021, Axway once again addressed the issue of paper,

plastic and cardboard consumption in its internal activities.

day-to-day activities led Axway to implement rules to reduce

energy and raw material (mainly paper) consumption.

Launched several years ago, this virtuous momentum was

consolidated in 2021.

●

paper: for several years now, the Company has adopted

The health context in 2021, with working from home adopted

beyond government recommendations, directly impacted

resource consumption:

measures to limit paper usage, raised awareness internally

and set up digital tools to reduce the need to print;

●

plastic: pursuant to local regulations, Axway has eliminated

the use of plastic cups and the centralised purchase of

plastic bottles in several countries;

●

Axway’s premises largely unoccupied;

●

travel reduced to what was strictly necessary;

●

widespread use of digital collaboration tools.

cardboard: this mainly involves packaging for IT equipment

or office supplies ordered by Axway. It is reused as much as

possible for equipment returns or redistribution or included

in the local recycling process.

3.4.1.1

Resource management processes

The need to manage the environmental impact of our internal

activities (direct impact) is covered by continuous

improvement programme that specifically involves Axway’s

relevant functional divisions, employees, and all its

stakeholders.

These approaches are adapted according to the country and

environmental regulations.

In its commitments, Axway seeks to promote awareness

among internal buyers and employees on how to reduce these

consumables.

Major processes are designed to reduce resource

consumption:

Paper consumed

2021

195

152

(reams in France)

2020

150

163

2019

750

395

Working from home, a means of reducing

environmental impacts

The new rhythm of 40% working from home/60% working in the

office described in Section 3.2.3.2 of this Chapter generates a

structural reduction in resource consumption and particularly

energy consumption at our premises and transport. A more

precise assessment will be conducted in the coming years.

France

United States

Romania

Bulgaria

Ireland

Germany

TOTAL

100

544

195

1475

Video conferencing

The use of video conferencing became widespread in 2021

453

with the new Future of Work system.

Other means of reducing paper,

plastic and cardboard consumption

Use of digital meetings: essential in collaborative work.

Meal payment card

Replacement of paper since 2020

Shareholder exchanges by e-mail

60% of Axway’s registered

shareholders have provided their

e-mail address to eliminate the

use of paper.

2021

246,793

144

Video conferencing

Number of digital meetings⁽¹⁾

Digital meetings per employee⁽²⁾

2020

281,483

149

2019

126,189

Beverage containers

Distribution of water bottles and

mugs to our stakeholders.

(1) Number of meetings measured in WebEx – Teams apps.

(2) Calculated based on 1,712 employees as at 31/12/2021, with data

rounded.

Waste recycling and processing

Axway’s activity generates waste with

a high recycling

potential. It mainly includes paper and cardboard as well as

computer consumables.

Electronic signature

Already in place for several years, the use of the DocuSign

electronic signature solution has increased for all types of

official documents.

In France, Axway has chosen a supplier that provides uplift

services - for recycling purposes - of cardboard, paper, plastic,

cans and printer cartridges. The supplier does both regular and

one-off collections. Voluntary collection points have also been

installed to facilitate the process for employees. For WEEE

(waste electrical and electronic equipment), Axway continues

to pursue its policy of making donations to associations or to

employees.

Theoretical savings realised with the use of DocuSign

represent 7,927kg of wood, 194,793 litres of water, 18,607kg of

coal and 1,288kg of waste.

2021

19,572

97,247

Electronic signature

2020

9,671

2019

8,303

Number of files signed

Number of pages signed

In 2021, Axway generated nearly 4 tonnes of waste. The main

monitoring indicators are presented in the following table:

46,571

33,746

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

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Axway

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Consolidated

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statements

Annual

ﬁnancial

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Axway Software

share capital

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Combined General

Meeting of

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Risks

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Corporate

responsibility

Corporate

governance

Environmental Commitment: reduce our direct and indirect impact

2021

186

Waste collection (in kg) (France)

Plastic

2020

2019

Ink cartridges

Paper & cardboard

Cans

3,429

2,823

7,195

154

1,183

245

Bulky waste

Waste electrical and electronic equipment

254

239

To meet its 2023 objectives, Axway has rolled out a CSR

e-learning programme for all employees, incorporating

environmental commitments.

Reasonable consumption of IT equipment

Regarding IT and office equipment, new ergonomic work

stations improve the quality of employees’ working conditions

but also optimise energy and resource consumption with less

energy-consuming terminals.

Manage the energy consumption of IT servers

on the Axway site

Five years ago, Axway decided to outsource the machine room

for production applications for its La Défense site in France. An

eco-responsible Green Label operator, Interxion was carbon

Standard employee equipment -work station, office equipment-

is renewed every 3 years.

As part of the roll-out of the “Future of Work” policy, Axway

entered into a partnership with a leasing company which

supplies equipment and connectivity. Deployed in France in

November 2021, employees can equip their home working

space with second-hand office equipment. This system will be

rolled-out in other European countries in 2022.

neutral at the end of 2020

(www.interxion.com/fr/neutralite-carbone-2020).

For the hosting of proprietary or customer data, Axway sets up

service contracts to host large volumes of data. These service

contracts signed with leading market players such as Amazon

AWS, Microsoft or Salesforce, enable Axway to ensure

sustainability commitments and social and environmental best

practices in this area.

IT equipment donations

In addition to recycling, donations extend the life of IT

equipment and replace the production of a new model in a

circular economy approach.

In addition, ongoing work on Axway’s sustainable purchasing

process includes the direct environmental impact of Axway’s

main hosting providers.

It therefore offers new resources to employees for their

personal use or to public utility associations serving

underequipped communities.

Manage heating and air-conditioning energy

consumption

2021

2020

2019

Heating and air conditioning: as a tenant at all its sites, Axway

seeks to optimise the energy performance of its facilities.

When leases are renewed, the premises are equipped with

modern, environmentally friendly heating and air-conditioning

systems. The French headquarters located in Paris La Defense

benefit from highly environmentally-friendly air conditioning

and heating networks which operate using the county’s waste

(Enertherm).

Donations of IT equipment,

computers, screens, etc. (in units)

656

360

500

Involve management in sustainability discussions

In 2021, many more Axway managers were involved in

environmental impact analysis thanks to new CSR initiatives.

Their involvement contributed to promoting these new

competencies internally.

2021

1,984

213

679

Energy consumption in MWh

2020

2,540

720

2019

2,614

236

France - La Défense site, including heating/air conditioning (Enertherm)

Germany

Bulgaria

Ireland

566

803

Romania

United States

Total

688

696

438

816

993

3,607

5,376

5,158

In Phoenix, the service room was outsourced from the fourth quarter in 2020. This transfer, combined with lower attendance on site

explains the absence of energy consumption.

Following the signing of an energy performance contract by the owner of the La Défense premises, a new schedule of heating

operating hours was put in place (shutdown in the evening and at weekends). This automatically led to a reduction in consumption

of nearly 40% in 2021.

Energy consumption decreased 33% between 2020 and 2021 (including the different sources of energy and usage).

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 71

Corporate responsibility

Environmental Commitment: reduce our direct and indirect impact

Scope 3: other indirect emissions

3.4.1.2

Axway carbon report

Scope 3 encompasses all other greenhouse gas emissions

that are not directly caused by the manufacture of a product

but by other stages of the product’s lifecycle (supply, transport,

use, end-of-life, etc.). For example, raw materials are needed to

manufacture a product. The extraction and transformation of

these raw materials, as well as their transportation to the

production plant, generate greenhouse gases. Similarly, a

product’s end-of-life or recycling also generates greenhouse

gases. These indirect emissions caused by the other stages of

a product’s lifecycle are accounted for in Scope 3. These are

referred to as other indirect emissions.

Regarding the 3 carbon report scopes

The terms Scope 1, Scope 2 or Scope 3 are used in

an organisation’s carbon report. The carbon report is

used to determine how much greenhouse gas is emitted when

manufacturing product or from the activities of an

organisation over a given period according to 3 scopes:

Scope 1: direct emissions

Scope 1 encompasses greenhouse gas emissions caused

directly by the manufacture of a product or a service. For

example, if the manufacture of a product requires the use of

oil, fuel combustion or if its production generates CO₂or

methane emissions, all these emissions are accounted for in

Scope 1. These are referred to as direct emissions.

Greenhouse gas emission assessment methodology

(BEGES)

Axway’s greenhouse gas emissions assessment (BEGES),

which uses the Bilan Carbone® methodology developed by the

French Environment and Energy Management Agency

(ADEME), measures the impact of the Group’s activities on the

environment.

Scope 2: indirect emissions caused by energy

consumption

Scope 2 encompasses greenhouse gas emissions caused by

the energy consumption needed to manufacture a product or a

service. For example, to manufacture a product, electricity

must generally be consumed to operate the plants where the

product is designed. This electrical consumption does not in

itself generate any greenhouse gases. But electricity

production emits greenhouse gases. All these emissions

caused by secondary energy consumption are accounted for in

Scope 2. This scope also includes emissions from heating and

cooling networks. These are referred to as indirect emissions

caused by energy consumption.

The 6-country scope used for the assessment covers over 80%

of the total area of premises.

The BEGES was completed by an independent service provider

with a Bilan Carbone® license issued by the Association Bilan

Carbone (ABC) for 2021. It was drawn up based on the updated

official greenhouse gas emissions assessment in accordance

with version 4 of the assessment production methodology

published in October 2016 by the French Ministry for

Ecological Transition.

Indicators used:

Geographic scope and network of correspondents:

●

gas, fuel-oil, electricity and water consumption;

kilometres travelled (excluding personal vehicles);

IT equipment donations;

waste recycling and management.

France;

Germany;

Romania;

Bulgaria;

Ireland;

United States – Phoenix site.

●

Axway carbon report results

The carbon report identifies greenhouse gas emissions of 861

(T eq. CO₂):

Thus, total GHG emissions by the Axway Group within the

scope defined above totalled 958 (T eq. CO₂). The assessments

for 2019 and 2020 were updated for 2021 with updated

emission factors, as recommended by the Ministry in its

methodology.

●

direct greenhouse gas emissions in CO₂metric tons

equivalent amounted to 133 (T eq. CO₂); and

●

indirect greenhouse gas emissions associated with the

The reported carbon footprint on which Axway can act directly

through its policy is therefore 861 (T eq. CO₂).

production of imported electricity, heat or steam, in CO₂

metric tons equivalent amounted to 728 (T eq. CO₂);

Estimated carbon intensity is obtained by dividing the carbon

footprint in absolute terms by revenue, i.e. 2.96 T eq. CO₂/€

million of revenue.

●

and finally, other indirect GHG emissions (line power losses)

in CO₂metric tons equivalent amounted to 97 (T eq. CO₂).

Reported carbon footprint (absolute value)

Estimated carbon Intensity

2.96

Scope 1 & 2

T eq CO₂/

Revenue

in € million

861

T eq CO₂

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Environmental Commitment: reduce our direct and indirect impact

At constant structure, greenhouse gas emissions fell by 40% (639 T eq. CO₂) between 2020 and 2021.

This was most likely due to employees continuing to work from home during lockdowns due to the COVID-19 pandemic. In addition,

energy regulation efforts enabled a reduction in the temperature at the Paris premises during the weekend and therefore

greenhouse gas emissions.

Breakdown of greenhouse gas (GHG) emissions

in T eq. CO₂by person and country

Breakdown of greenhouse gas (GHG) emissions

in T eq. CO₂by m²

0.247

Ireland

0.348

France

0.025

Ireland

0.022

France

0.023

USA Phoenix

0.002

USA Phoenix

0.058

Germany

0.872

Romania

1.494

Germany

0.083

Romania

1.620

Bulgaria

0.112

Bulgaria

Breakdown of greenhouse gas (GHG) emissions

by country in 2021

Breakdown of greenhouse gas (GHG) emissions

by country in 2020

18.5 (2%)

Ireland

9.3 (1%)

USA Phoenix

19 (1%)

Ireland

162.4 (17%)

224 (14%)

France

230.2 (25%)

Romania

470 (29%)

USA Phoenix

127.0 (14%)

328 (21%)

Germany

375.8 (41%)

238 (15%)

Romania

318 (20%)

Bulgaria

Change in greenhouse gas emissions in T eq. CO₂

By country

583

470

600

500

478

376

400

328

318

280

269

300

200

100

238

230

228

224

162

127

18 19

France

Germany

Bulgaria

Romania

USA Phoenix

Ireland

The decrease is significant in Germany due to a rationalisation of space and especially in the United States where new premises

were occupied alongside continued working from home.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 73

Corporate responsibility

Environmental Commitment: reduce our direct and indirect impact

Change in GHG emissions in T eq. CO₂

France

Germany

350

300

250

350

328

300

269

250

228

224

200

150

100

200

174

162

148

150

131

127

118

107

100

63 63

2021

2020

2019

2021

2020

2019

2021

2020

2019

Heating

network

Total

Electricity

Fuel

Total

Electricity

Gas

Fuel

Change in GHG emissions in T eq. CO₂

Bulgaria

Romania

500

400

300

200

100

500

478

468

376

400

363

318

308

280

300

200

100

238

230

197

150

136

2021

2020

2019

2021

2020

2019

Total

Electricity

Gas

Total

Electricity

Gas

Change in GHG emissions in T eq. CO₂

USA (Phoenix)

Ireland

583

100

600

564

500

400

300

200

100

470

464

18.5

2021

2020

2019

2021

2020

2019

2021

2020

2019

Total

Electricity

Fuel

Total

Electricity

For the first time this year, Axway performed a scope 3 analysis of its purchases of products and services used in internal activities

("Direct Impact"). The top 46 suppliers essential to our operations were selected for this first analysis. They mainly concern

purchases of services, such as advisory services, communication, telecommunications, business travel and sub-contracting, as well

as purchases of software licences and subscriptions and IT sub-contracting services. While limited with regard to indirect

purchases, this first analysis enabled the calculation of our direct carbon footprint.

Scope 3

Non-IT purchases

Scope 3

IT purchases

3,948

1,922

T eq CO₂

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axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Environmental Commitment: reduce our direct and indirect impact

3.4.2 Measuring our indirect impact

Two years ago, Axway began analysing the

indicators relating to the environmental impact of its

external activities. The initial focal points consisted

in taking a “snapshot” of the areas of activity and

tools requiring environmental resources.

Scope 3

IT purchases

for customers

1.357

tCO₂equ

Axway’s various businesses and functions

are

In the next stage, Axway will consider the adaptations to be

made when assessing the environmental policies of suppliers

in order to calculate its impact.

●

software design and research & development;

●

data hosting;

●

software deployment and installation at customer sites;

Stakeholders involved in the Company’s

activities

●

services;

●

maintenance;

●

Customers and their expectations of Axway’s CSR

performance;

product life cycle.

●

suppliers in the sustainable purchasing process described in

Tools used by Axway

Section 3.3.2.3;

●

For the development of Axway software and its installation

●

partners in co-innovation projects.

at customer sites to measure and help reduce impacts;

●

applications, e.g. to reduce the cloud computing

Contribution of software developed by

Axway to reducing the environmental

impact of its customers

As discussed above, Axway’s business model and notably its

research and development activities are based on digital

innovation for its customers. The digitisation of exchanges,

which has largely reduced paper consumption, transport and

physical processes, has greatly contributed to reducing the

carbon impact.

requirements of our software;

●

IT hardware and equipment for work stations;

●

eco-development, open source and focused development

methods;

●

remote collaboration tools (e.g. Teams video conferencing

app) by development teams to limit travel;

●

development labels and standards incorporating responsible

approaches.

Axway’s product development and installation plan has

included streamlining energy consumption since the outset.

The purchasing process for resources

purchased externally

An initial assessment of resources purchased externally was

conducted for the top four suppliers of IT resources - hosting

of data and software – enabling working hypotheses to be

established. Emissions relating to these four suppliers totalled

1,357 metric tonnes of CO₂equivalent.

In addition, Axway has included analysing the contribution of

its software to reduce the environmental impact of its

customers in its indirect impact approach. As already

indicated, this work is also conducted in line with the Green

Taxonomy, which categorises activities with a sustainable

impact.

3.4.3 Green Taxonomy: eligibility of Axway’s activities and investments

classification system for company activities enabling the

3.4.3.1

Regulatory context

identification of economic activities considered sustainable.

This system is defined in European Regulation (EU) 2020/852

of 18 June 2020, known as the “Taxonomy Regulation”.

In order to promote transparency and a long-term vision of

economic activities and direct capital flows to sustainable

investments, the European Union established

a common

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 75

Corporate responsibility

Environmental Commitment: reduce our direct and indirect impact

Financial indicator assessment procedure

Definition:

The financial ratio denominators were defined in accordance

with the definitions set out in the Delegated Act of 6 July 2021

on Article 8 of the Taxonomy Regulation.

An activity may be considered sustainable where it:

●

contributes substantially to one or more of the following

environmental objectives:

For the numerators, there are no definitions of the expected

information for eligibility. The Group therefore reasoned by

analogy with the alignment ratios to determine the part of

ratios eligible under the taxonomy.

●

climate change mitigation,

●

climate change adaptation,

sustainable use and protection of water and marine

resources,

3.4.3.2

Analysis of Axway activities and

capital expenditure for the Green

Taxonomy

●

transition to a circular economy, waste prevention and

recycling,

●

pollution prevention and control,

protection and restoration of biodiversity and

ecosystems;

Key Performance Indicator (KPI): Revenue

by activity

●

complies with technical screening criteria that have

been established by the Commission;

At this stage of its deployment, the Taxonomy Regulation

prioritises activities that have the most significant impact on

climate change and that offer the greatest potential for

reducing greenhouse gas emissions. To date, the Taxonomy

has listed more than 80 activities accounting for 90% of

greenhouse gas emissions and that therefore must make the

greatest efforts to attain the EU commitment of reducing

emissions by 55% by 2030 and being carbon neutral by 2050.

does not significantly harm any of the environmental

objectives;

is carried out in compliance with the OECD guidelines

for multinational enterprises.

Reduced provisions were provided for the first year of

application in 2022 (in respect of fiscal year 2021). Companies

must disclose the part of their revenue, capital expenditure and

operating expenditure that corresponds to so-called “eligible”

economic activities, that is activities classified in the European

Taxonomy. In addition, only activities contributing to the initial

climate objectives have been identified (climate change

mitigation and adaptation).

The regulation also sets out enabling activities, that is

activities that contribute to adapting other activities by

proposing products or solutions that enable the negative

effects of current or future climate change to be avoided

and/or limited.

Axway activities concerned

For fiscal year 2022 (publication in 2023), companies must

publish the part of revenue, capital expenditure and operating

expenditure considered “sustainable” for the first two

environmental objectives, that is respecting the technical

criteria related to each of the eligible activities: substantial

contribution to one of the two environmental objectives, does

not harm the other environmental objectives and meets

minimum social guarantees.

Axway, as

transformation player.

a software publisher, is a major digital

The services provided as part of its software activities

comprise a software user right (license), maintenance,

related services and Software As

subscriptions.

a Service type

For fiscal year 2023 (publication in 2024), companies must

publish the part of revenue, capital expenditure and operating

expenditure considered “sustainable” for all six environmental

objectives.

To better meet its customers’ expectations, Axway

transformed its historical Software business model

(License, Maintenance and Services), moving towards a

“Software As

a Service” subscription-based business

model enabling the use of remote servers.

Axway conducted an in-depth analysis of all its activities in its

various consolidated entities. This analysis was conducted

jointly by the CSR division, the finance department and the

operating departments.

Axway’s Subscription activity groups together two

Software As a Service offerings:

●

the “Axway Managed” offering, which includes the use

Scope and key indicators

of licenses, maintenance services and the hosting of all

these services. In this offering, hosting is provided by

Revenue, capital expenditure and operating expenditure for all

Axway activities corresponding to the scope of companies

under its control was considered.

Axway or sub-contracted to

provider; and

a third party hosting

●

the “Customer Managed” offering, which is a hybrid

offering as the “on-premise” components (licenses) are

hosted on the customer’s premises or sub-contracted

by the customer to a third party hosting provider, and

the other Software as a Service components are hosted

by Axway, or sub-contracted by Axway to a third party

hosting provider.

Financial data is taken from the accounts at 31 December

2021 and revenue and capital expenditure can therefore be

reconciled with the financial statements.

As Axway’s core business is software publishing, this

business model transformation does not make Axway a

traditional hosting provider. In practice, hosting services

are entirely sub-contacted by Axway to leading hosting

providers on the market, such as Amazon Web Services

and Microsoft Azure.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Environmental Commitment: reduce our direct and indirect impact

Axway has not therefore recognised the eligibility of its

revenue for this environmental objective.

In addition, Axway selects leading hosting providers that

have defined an ambitious low carbon trajectory.

The analysis conducted by Axway leads us to conclude that

Axway’s activities do not fall within the 88 highest greenhouse

gas emitting activities targeted by the Taxonomy. At the same

time, Axway’s activities are not considered enabling activities.

Nonetheless, Axway is implementing progress actions in

favour of the climate, the results of which are measured

through performance indicators published in Section 3.4 of this

document.

Work on measuring and reducing Axway’s indirect impact

on the environment is described in the NFPS

(Non-Financial Performance Statement) in Section 3.4.2 of

this document, together with the ambition to be “carbon

neutral” by 2028.

Identification procedures

To conclude, Axway considers that its economic activities do

not substantially contribute to these first two environmental

objectives. The part of revenue corresponding to eligible sales

is therefore nil in fiscal year 2021.

Axway identified its activities that are eligible with respect to

the climate change mitigation and adaptation objectives (the

“Climate objectives”).

With respect to the “climate change mitigation” environmental

objective, Axway analysed the following activities:

Capital and operating expenditure

●

Capital expenditure Key Performance Indicator (KPI) – CAPEX

Activity 8.1 “Data processing, hosting and related

activities”: a part of Axway Managed revenue corresponds

to this activity. However, all hosting activities performed

using third party infrastructures are excluded from the

application scope of the taxonomy. As Axway sub-contracts

its Axway Managed hosting services, the related Group

activities are not currently eligible in respect of activity 8.1.

Capital expenditure corresponds to capitalised costs in respect

of intangible assets and property, plant and equipment,

including IFRS 16 right-of-use assets.

Group eligible capital expenditure mainly concerns private cars,

IT servers and the purchase of buildings (with respect to the

right-of-use).

●

Activity 8.2 “Data-driven solutions for GHG emissions

reductions”: the nature of Axway’s offering would not appear

to directly meet the definition of this article. However, as

Axway is a digital transformation player, certain projects

could be eligible provided they are supported by specific

analyses demonstrating substantial greenhouse gas

emission savings.

Axway eligible capital expenditure in respect of fiscal year

2021 amounts to 38.1% out of a total of €3.7 million (see the

Notes to the consolidated financial statements, Sections 8.4

and 9.1 of the 2021 Universal Registration Document).

Operating expenditure Key Performance Indicator (KPI) –

OPEX

At this stage, Axway has not recognised the eligibility of its

revenue for activity 8.2.

Operating expenditure is defined as direct costs that cannot be

capitalised and include research and development expenditure,

building renovation costs, maintenance and repair costs, lease

payments expensed in the income statement and all other

expenditure relating to the everyday maintenance of assets.

With regard to the “climate change adaptation” environmental

objective, Axway analysed activity 8.1 “Data processing,

hosting and related activities” and activity 8.2 “Computer

programming, consultancy and related activities”.

Group eligible operating expenditure mainly concerns

short-term leases of private cars.

At this stage of the regulation, these activities 8.1 and 8.2 do

not constitute enabling activities within the meaning of

Regulation (EU) 2020/852.

Axway eligible operating expenditure under the Green

Taxonomy in fiscal year 2021 amounts to 0.02% out of a total

of €71.0 million.

3.4.4 2028 environmental objectives

●

In 2021 Axway set its environmental commitment objectives

based on the following three indicators:

employee mailbox cyber clean-up campaign to reduce the

use of cloud resources;

●

carbon trajectory to become carbon neutral by 2028.

●

10% reduction in paper consumption by 2023;

Environmental Commitment

ENVIRONMENTAL

■

10% reduction in paper consumption

in 2022 vs. 2019 (last normal year)

■

2 cyber clean up days by 2023

■

Carbon neutrality by 2028

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 77

Corporate responsibility

Environmental Commitment: reduce our direct and indirect impact

Summary of Axway’s CSR commitments by stakeholder, indicators

Stakeholder

Societal

Shareholders Organi-

Commitment

Programme

Employee

engagement

Indicator

SDG*

Employees

Customers Suppliers

Partners

& Investors

sations

Axway Voice

Survey

SDG8

SDG5

SDG10

SDG4

% of women in

Gender diversity the workforce

Disability

diversity

Integration of

new hires

Talent

development

Number of day’s

training

Future of Work,

balance

Offer a fulfilling on-site/home

environment

working

SDG8

Dialogue and

internal

communication SDG8

Social

Certificates

Training

Processes

Ensure digital

security

SDG8

NPS indicator,

surveys

EcoVadis rating

Recognition of

business

increase

customer

satisfaction

analysts

SDG8

Sustainable

purchasing

Ethics charter,

whistle-blowing

procedure

SDG8 and 16

Consultancy,

technology,

integration and

distribution

partner

programmes

SDG8

Middlenext Code

Securities

Trading Code of

Conduct

Listing on

Euronext Paris

CAC Tech, Tech

Govern ethically 400 indexes,

and sustainably Gaïa Rating

SDG8 and 16

SDG4

Assume our

digital

responsibility

Skills transfer

Participation in

educational and

societal

programmes

Co-innovation of

applications

serving the

public

Societal

Hackathons

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Environmental Commitment: reduce our direct and indirect impact

Stakeholder

Societal

Shareholders Organi-

Commitment

Programme

Indicator

SDG*

Employees

Customers Suppliers

Partners

& Investors

sations

Reduce our

environmental

footprint

Carbon

Measure

Reduce

Recycle

Offset

trajectory

SDG13

By tool: video

conferencing,

clean-up

By resource:

paper, plastic,

equipment and

IT software

Direct Impact

By type of

Indirect Impact

Axway activity

SDG15

In the European

Green

Taxonomy

framework

Envi-

ronmental

SDG8 and 13

* Sustainable Development Goals

Methodology note

For the scope defined, the data stems from country-specific

reporting and the reporting produced by the divisions

Employee information

General provisions

concerned (Recruitment and Training).

continuous

improvement process has been set up for those systems.

Scope of consolidation and indicators

Information published concerns the entire Axway scope, unless

the scope is indicated: for example the country or countries

concerned. The indicators used are those of the French

Grenelle II Act. The principle of consistency of accounting

methods year-on-year is respected. Data is collected from the

relevant departments and a continuous improvement process

has been set up for those systems.

The workforce shown in the “Workforce” and “Workforce by

Geographical Area” tables corresponds to the total number of

employees at 31 December 2021. The indicators chosen are

those used for personnel management and Axway’s

employee-related issues. They reflect the results of the Human

Resources policy.

Relations with employees

Axway Software

Materiality matrix

Since 4 October 2019, employer-employee dialogue at Axway

Software SA has been conducted within the framework of an

SEC, Social and Economic Committee, elected for 4 years.

Three trade unions (CGT, CFDT and Traid-Union) are

represented on the Committee.

In 2020, after mapping all the stakeholders presented in

Section 3.12.3of the NFPS, it became apparent that the main

stakeholders were customers, employees and investors. CSR

challenges, commitments and related indicators were

therefore defined based on their expectations. Customer

expectations were identified during the Net Promoter Score

(NPS) process and when responding to calls for tenders.

Employee expectations are gathered from engagement

surveys. Investor relations express their expectations

particularly during meetings held throughout the year.

Furthermore, societal expectations are also shared during

working groups facilitated by Middlenext and through Axway’s

membership of Syntec Numerique. The issues were rated by

interviewing the relevant management teams using an iterative

process. The analysis was also conducted in accordance with

the risk approach.

Labour relations at Axway GmbH

At Axway Gmbh, employer-employee dialogue takes place

through three Plant Committees and a Central Works Council.

Overview of collective agreements

Within Axway, six agreements were in force at 31 December

2020 in France. In 2020, two agreements were signed in France

and six were signed in Germany.

The following collective agreements were signed at Axway

Software SA in 2020

●

Amendment to the 2021-2023 profit-sharing agreement;

This rating was reviewed in 2021 given the strengthening of

certain issues, in particular environmental. The matrix was

validated by the Appointments, Governance and Corporate

Responsibility Committee.

●

Future of Work working from home agreement;

agreement on working from home resulting from the

collective bargaining agreement of 31ꢀJuly 2017 on the

transformation of the Annecy site.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 79

Corporate responsibility

Environmental Commitment: reduce our direct and indirect impact

Six collective agreements were signed at Axway GmbH in 2021

with the works council.

Health and safety conditions at Axway Software

In 2020, there were:

General Works Council Agreements - 2021:

●

two commuting accidents with lost time.

●

GBV Bonus plan;

Preserving the health and safety of employees is

●

fundamental goal and an integral part of the Human Resources

and social policy. The objective is part of an overall procedure

conducted in close collaboration with the occupational health

doctors, site managers and CHSCT.

GBV Commission plan;

●

GBV Remote Work Agreement;

●

GBV Secret Server.

Local Works Council Agreements - 2021 (3 locations):

Summary of collective agreements concerning health

No agreement has been signed in this regard.

●

BV Compensation - Distributing policy;

●

BV On Call Duty.

Occupational health

In Germany, as in France, an occupational health doctor

performs employee check-ups on a regular basis.

Health and safety information

Scope of consolidation and indicators

The safety indicators concern all Axway sites. The

indicators chosen are those used for the

Good practice awareness-raising actions concerning work and

particularly on-screen work could not be undertaken in 2020

due to the COVID-19 health context.

management of Axway sites. They reflect the results of

Axway’s policy regarding the environment, health and safety.

Evaluation of psychosocial risks

A steering committee comprised of members from Human

Resources and representatives from CHSCT was assembled in

2015 to evaluate psychosocial risks within Axway France. It

regularly continues this work, monitoring the situation.

Following the assessment in 2020, the Single Document was

updated to include risks relating to the health crisis.

Certificate of disclosure by an Independent Third Party

This is a free translation into English of the original report issued in the French language ant it is provided solely for the convenience of

English speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional

standards applicable in France.

Verifying auditor’s report

Year ended 31 December 2021

Dear shareholders,

Independence and quality control

Our independence is defined by the provisions of

Article L. 822-11-3 of the French Commercial Code and the

Code of Ethics of the profession. In addition, we have

implemented a system of quality control including documented

policies and procedures regarding compliance with the ethical

requirements, French professional standards and applicable

legal and regulatory requirements.

Further to a request by Axway Software (hereinafter the

“entity”) and in our capacity as an independent third party

certified by COFRAC under number 3-1081 (scope available at

www.cofrac.fr), we hereby report on the consolidated

non-financial performance statement for the year ended

31 December 2021 (hereinafter the “Statement”), presented in

the Axway Management Report, in accordance with the legal

and regulatory provisions of Article L. 225-102-1, R. 225-105

and R. 225-105-1 of the French Commercial Code.

Responsibility of the independent third party

On the basis of our work, our responsibility is to provide a

reasoned opinion expressing a limited assurance conclusion

on:

●

Responsibility of the entity

Pursuant to legal and regulatory requirements, the Board of

Directors is responsible for preparing the Statement, which

the consistency of the Statement with the provisions of

Article R. 225-105 of the French Commercial Code;

●

the fairness of the information provided pursuant to 3° of

Article R. 225-105 I and II of the French Commercial Code,

i.e. the outcome of the policies, including key performance

indicators, and the measures implemented in light of the

principal risks (hereinafter the “Information”).

must include

a presentation of the business model, a

description of the principal non-financial risks, a presentation

of the policies implemented in light of those risks and the

outcome of said policies, including key performance

indicators. The Statement has been prepared in accordance

with the benchmarks used by the entity (hereinafter the

“Guidelines”), the main elements of which are available at

request at the Company’s registered office.

However, it is not our responsibility to comment on:

●

the entity’s compliance with other applicable legal and

regulatory provisions, in particular the French duty of care

law and anti-corruption and tax evasion legislation;

●

the compliance of products and services with the applicable

regulations.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Environmental Commitment: reduce our direct and indirect impact

●

we verified that the Statement covers the scope of

consolidation, i.e. all the companies included in the

consolidated scope in accordance with Article L. 233-16;

Nature and extent of work

We conducted our work in accordance with standards

applicable in France determining the conditions in which an

independent third party performs its engagement and with the

international standard, ISAE 3000.

●

we assessed the collection process implemented by the

entity for the completeness and sincerity of Information;

for the key performance indicators and other quantitative

results that we considered to be the most important, we

implemented:

Our work was conducted between 25 February and 9 March

2022 and took approximately five man-days.

●

analytical procedures consisting in verifying the proper

consolidation of the data collected and the consistency of

any changes in data,

We conducted five interviews with the individuals responsible

for preparing the Statement.

Our procedures allowed us to assess the consistency of the

Statement with regulatory provisions and the fairness of the

Information:

●

tests of details, using sampling techniques, in order to

verify the proper application of the definitions and

procedures and reconcile the data with the supporting

documents. This work was carried out with a selection of

contributing entities⁽¹⁾and covers between 43% and 100%

of the consolidated data relating to the key performance

indicators and outcomes selected for these tests⁽²⁾;

●

we obtained an understanding of the activities of all the

companies included in the consolidated scope, the

description of the labour and environmental risks associated

with their activities, and the impact of those risks on

compliance with human rights and anti-corruption and tax

evasion legislation, as well as the resulting policies and their

outcomes;

●

we referred to documentary sources and conducted

interviews to corroborate the qualitative information

(measures and outcomes) that we considered to be the

most important;

●

we assessed the appropriateness of the Guidelines with

respect to their relevance, completeness, reliability,

objectivity and understandability, with due consideration of

industry best practices, where appropriate;

●

we assessed the overall consistency of the Statement

based on our knowledge of all the companies included in

the consolidated scope.

●

we verified that the Statement covers each category of

We believe that the work we carried out in exercising our

professional judgement allows us to make a conclusion of

moderate assurance; a higher level of assurance would have

required more extensive work.

information provided for in Article L. 225-102-1 III in social

and environmental matters, as well as respect for human

rights and the fight against corruption and tax evasion;

●

we verified that the Statement includes an explanation for

the absence of the information required under

Article L. 225-102-1 III, 2;

Due to the use of sampling techniques, as well as other limits

inherent to the operation of any information and internal

control system, the risk of failure to detect material

misstatements in the Statement cannot be entirely eliminated.

●

we verified that the Declaration presents the business model

and the main risks related to the activity of all entities

included in the scope of consolidation, including, where

relevant and proportionate, the risks created by its business

relationships, products or services as well as its policies,

actions and results, including key performance indicators;

Conclusion

Based on our work, we did not identify any material anomalies

that call into question the preparation of the non-financial

performance statement in accordance with the applicable

regulatory provisions and that the Information, taken as a

whole, is presented fairly and in accordance with the

Guidelines.

●

we verified, when they are relevant to the main risks or the

policies presented, that the Statement presents the

information provided for in Article R. 225-105 II;

●

we assessed the selection and validation process of the

main risks;

●

we asked about the existence of internal control and risk

management procedures put in place by the entity;

●

Lyon, 10 March 2022

Finexfi

we assessed the consistency of the results and key

performance indicators adopted in view of the main risks

and policies presented;

Isabelle Lhoste

Partner

(1) Axway Software SA, Axway US

(2) 3.2.1 Human Resource key figures (Recruitment and Turnover), 3.2.2.2 Diversity and equality in Axway (Gender diversity of teams), (Age diversity:

without discriminating against younger and more senior employees), (Recruitment by geographical area), (Recruitment by age), 3.2.3.2 Future of Work,

a flexible and sustainable approach to working (Making working time more flexible), 3.4.1.1 Resource management processes (Number of video

conferences), (Reasonable consumption of paper, plastic and cardboard), (Waste recycling and processing), (Manage heating and air-conditioning

energy consumption).

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 81

Corporate responsibility

Environmental Commitment: reduce our direct and indirect impact

Employee and environmental information cross-reference table

Article 225 and Decrees of 19/08/2016 and 09/08/2017

General reporting principles

Axway NFPS

GP⁽¹⁾

Page

Name

Comment

GP1

The NFPS mentioned in I of Article L. 225-102-1 and the

Profile

Business

model

(A. R. 225-105. I-)

consolidated non-financial performance statement mentioned pages 2-13

in II of the same Article present the business model of the

Company or, as the case may be, of all the companies for

which the Company prepares consolidated financial

statements.

GP2

For each information category, they also present:

1° A description of the main risks related to the business of

the Company or of the group of companies, including, where

relevant and proportionate, the risks created by its business

relationships, products or services;

Chapter 2

pages 24-38

Risk factors

See specifically the Sections in

Chapter 2

(A. R. 225-105. I-)

2° A description of the policies applied by the Company or all

companies, including, where applicable, the due diligence

procedures implemented to prevent, identify and mitigate the

occurrence of the risks mentioned in 1°;

3° The results of these policies, including key performance

indicators.

(Decree of 09/08/2017)

GP3

Where the Company does not have a policy with respect to

one or more of these risks, the statement includes a clear and

reasoned explanation of the reasons justifying this. (Decree of

09/08/2017).

Axway applies a policy to all

risks that affect it.

(A. R. 225-105. I-)

GP4

The information published is presented “in such a way as to

See specifically the Sections in

Chapter 2

(A. R. 225-105.1 I-) allow a comparison of the data” (Law of 12/07/2010). The

Report of the Board of Directors or Management Board

“presents the data observed during the financial year ended

and, if necessary, during the previous financial year, so as to

allow a comparison between this data”. (Decree of

24/04/2012).

GP5

When a company voluntarily complies with a national or

pages 48-49 Support for the

Global

(A. R. 225-105.1 II-) international reference system in order to fulfil its obligations

under this Article, it mentions this fact, indicating the

recommendations of this reference system that have been

adopted and the procedures for consulting it. (Decree of

24/04/2012)

Compact

Adhesion to

the Middlenext

Code

GP6

Without prejudice to the disclosure requirements applicable to Group

https://investors.axway.com/ꢀen

and

https://investors.axway.com/fr

(A. R. 225-105.1 III-) the report provided for in Article L. 225100, these statements website

are made freely available to the public and easily accessible

on the Company’s website within eight months of the end of

the financial year and for a period of five years. (Decree of

09/08/2017).

GP7

The independent third party mentioned in V of

pages 80-81 Certificate of

disclosure and

opinion of

(A. R. 225-105.2 I-) Article L. 225-102-1 is appointed, as the case may be, by the

Chief Executive Officer or the Chairman of the Management

Board, for a period not exceeding six financial years, from

among the bodies accredited for this purpose by the French

Accreditation Committee (COFRAC) or by any other

accreditation body that is a signatory to the multilateral

recognition agreement established by the European

Coordination of Accreditation Bodies. The independent third

party is subject to the incompatibilities provided for in

Article L. 822-11-3.

fairness

concerning

social, societal

and

environmental

information.

GP7

When the information is published by companies whose

(A. R. 225-105.2 II) thresholds exceed €100 million for the balance sheet total or

€100 million for the net revenue and 500 for the average

number of permanent employees employed during the

financial year, the report of the independent third party

includes:

a) A reasoned opinion on the conformity of the statement

with the provisions of I and II of Article R. 225-105, as well as

on the fairness of the information provided pursuant to 3° of I

and II of Article R. 225-105;

b) The due diligences carried out in conducting the

verification procedures. (Decree of 09/08/2017).

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Environmental Commitment: reduce our direct and indirect impact

Article 225 and Decrees of 19/08/2016 and 09/08/2017

General reporting principles

Axway NFPS

GP⁽¹⁾

Page

Name

Comment

GP8

The defined companies which are under the control of a

(A. L. 225-102-1. IV) company which includes them in its consolidated accounts in

accordance with Article L. 233-16 are not required to publish a

statement on non-financial performance if the Company that

controls them is established in France and publishes a

consolidated statement on non-financial performance or if the

Company that controls them is established in another

Member State of the European Union and publishes such a

statement pursuant to the legislation to which it is subject.

(Order of 19/07/2017).

GP9

For companies whose balance sheet total or revenue and

(A. L. 225-102-1. V) number of employees exceed the thresholds set by decree of

the French Council of State (Conseil d’État), where applicable

on a consolidated basis, the information contained in the

statements is verified by an independent third party, in

accordance with the procedures set by decree of the French

Council of State. This verification gives rise to a notice which

is sent to the shareholders at the same time as the report

referred to in the second paragraph of Article L. 225-100.

(Order of 19/07/2017).

Employee information

I.a)

Employment

I.a) 1.1

I.a) 1.2

I.a) 1.3

I.a) 1.4

I.a) 2.1

I.a) 2.2

I.a) 3.1

I.a) 3.2

I.b)

Total workforce

page 52

Breakdown of employees by gender

Breakdown of employees by age

Breakdown of employees by geographic area

Recruitment

page 52

page 54

page 52

pages 44-48

Non material

page 60

Redundancies

Compensation

Change in compensation

Organisation of work

page 60

I.b) 1

Organisation of working time

Absenteeism

page 57

I.b) 2

I.c)

Health and safety

I.c) 1

Health and safety conditions at work

Frequency and seriousness of workplace accidents

Occupational diseases

page 80

I.c) 2.1

I.c) 2.2

I.d)

page 80

Non material

Relations with employees

I.d) 1

Organisation of social dialogue, in particular the procedures

for informing staff, consulting and negotiating with them

page 79

I.d) 2

Review of collective agreements, particularly in the area of

health and safety at work

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 83

Corporate responsibility

Environmental Commitment: reduce our direct and indirect impact

Article 225 and Decrees of 19/08/2016 and 09/08/2017

Axway NFPS

Comment

GP⁽¹⁾

I.e)

General reporting principles

Page

Name

Training

I.e) 1

Training policies implemented, including environmental

protection policies.

pages 53-55

page 53

I.e) 2

I.f)

Total number of training hours

Equal treatment

I.f) 1

I.f) 2.1

I.f) 2.2

I.f) 3

Measures taken in favour of gender equality

Measures taken in favour of employment

Measures taken for the integration of people with disabilities

Anti-discrimination policy

page 46

page 56

page 48

pages 46-49

Environmental information

II.a)

General environmental policy

II.a) 1.1

Organisation of the Company to take environmental issues

into account

pages 70

page 62

II.a) 1.2

II.a) 2

Environmental evaluation or certification procedures

EcoVadis

Resources dedicated to the prevention of environmental risks Non material Non material

and pollution

Axway is not affected by this

point due to its tertiary activity.

II.a) 3

Provisions and guarantees for environmental risks

II.b)

Pollution

Non material Non material

II.b) 1.1

II.b) 1.2

II.b) 1.3

II.b) 2

Prevention, reduction, repair measures: AIR

Prevention, reduction, repair measures: WATER

Prevention, reduction, repair measures: SOIL

Consideration of any form of contamination specific to any

activity, notably sound and light disturbances

II.c)

Circular economy

II.c).i)

II.c).i) 1

Waste prevention and management

pages 70-71

Measures of prevention, recycling, reuse, other forms of

waste recovery and disposal

II.c).i) 2

Actions in the fight against food waste

Non material Non material

The premises in La Defense

(France) have a company

restaurant committed to the

fight against food waste⁽²⁾

II.c).ii)

Sustainable use of resources

Water consumption

II.c).ii) 1.1

Non material Non material

Axway uses only water for

sanitary purposes in its tertiary

activity. The premises are

equipped with efficient

technology in this area.

II.c).ii) 1.2

Water supply in keeping with local constraints

Axway does not operate in

countries where the use of

water is restricted.

II.c).ii) 2.1

II.c).ii) 2.2

Raw material consumption

Non material Non material

page 70

Axway only uses paper and

office supplies for its tertiary

activity.

Measures taken to improve efficiency of use

II.c).ii) 3.1

II.c).ii) 3.2

II.c).ii) 3.3

II.c).ii) 4

Energy consumption

Measures taken to improve energy efficiency

Measures taken to improve the use of renewable energies

Soil use

Non material Non material

Axway is not affected by this

point due to its tertiary activity.

Axway leases its premises and

does not carry out any

construction work.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Environmental Commitment: reduce our direct and indirect impact

Article 225 and Decrees of 19/08/2016 and 09/08/2017

General reporting principles

Axway NFPS

GP⁽¹⁾

II.d)

Page

Name

Comment

Climate change

Ii.d) 1

The significant greenhouse gas emissions generated by the

Company’s activities, in particular by the use of the goods and 72-74

services it produces

pages 69,

Scope: France, Germany,

Bulgaria, Romania, USA

(Phoenix), Ireland

Ii.d) 2

Adaptation to the consequences of climate change

Non material Non material

Axway is not directly

concerned by this point, but its

products and services enable

some of its customers to adapt

to climate change (for

example: management of local

authorities’ data flows to

optimise the multi-modal

mobility of their citizens).

Ii.d) 3

Voluntary medium- and long-term reduction targets set to

reduce greenhouse gas emissions and the means

implemented to this end

page 68

II.e)

Protection of biodiversity

II.e) 1

Measures implemented to protect and conserve biodiversity

Non material Non material

Axway is not affected by this

point due to its tertiary activity.

Societal information

III.a)

Societal commitments in favour of sustainable development pages 63-67

III.a) 1

The impact of the Company’s activity in terms of employment page 54

and local development

III.a) 2

III.a) 3

The impact of the Company’s activity on neighbouring or local Non material Non material

communities

Axway is not affected by this

point due to its tertiary activity.

Relationships with the Company’s stakeholders and the

methods of dialogue with them

pages 63, 67

III.a) 4

III.b)

Partnership and corporate patronage initiatives

pages 64

Subcontractors and suppliers

III.b) 1

Integration of social and environmental criteria in the

purchasing policy

page 65

III.b) 2

Integration of social and environmental responsibilities in

relations with suppliers and subcontractors

pages 65

III.c)

Fair practices

pages 66-67

Measures taken for consumer health and safety

Non material Non material

Axway is not affected by this

point due to its tertiary activity.

Its products and services have

no impact on the health and

safety of consumers.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 85

Corporate responsibility

Environmental Commitment: reduce our direct and indirect impact

Article 225 and Decrees of 19/08/2016 and 09/08/2017

Axway NFPS

Comment

GP⁽¹⁾

General reporting principles

Page

Name

Information on the fight against corruption and tax evasion⁽³⁾

Actions taken to prevent corruption

Information on actions in favour of human rights

V.a)

Promoting and complying with the Fundamental

Conventions of the International Labour Organisation (ILO)

page 48-49

Adhesion to the Global

Compact

V.a) 1

Respecting freedom of association and the right to collective Non material Non material

bargaining

Axway is committed to these

issues through its adhesion to

the Global Compact, but does

not have any operations in

V.a) 2

V.a) 3

V.a) 4

V.b)

Elimination of employment and professional discrimination

Elimination of forced or compulsory labour

Effective abolition of child labour

countries considered high risk.

Other actions taken in favour of human rights

(1) GP: General Reporting Principles.

(2) The following themes (to be addressed obligatorily in the NFPS): fighting against food insecurity respect for animal welfare and responsible, fair and

sustainable food are not material for Axway

(3) The Group is tax-transparent and wishes its tax policy to be an inherent part of its corporate responsibility strategy The Group therefore adopts a civic

behaviour that consists not only in complying with the legislation, but above all in making a fair contribution to the countries in which it operates.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Corporate Governance

Composition and procedures of the management and supervisory bodies

AFR

NFPS

Axway is subject to the laws, codes and regulations prevailing in the countries where the Group operates. The Company thus

complies with the various recommendations issued by the Autorite des Marches Financiers (AMF - French Financial Markets

Regulator) and has decided to apply the Middlenext Code of Governance.

Composition and procedures of the management

and supervisory bodies

4.1

The Company is a public limited company (société anonyme)

Furthermore, on 22 June 2015, the Board of Directors decided

to separate the functions of Board Chairman and Chief

Executive Officer.

with a Board of Directors. It is governed by applicable French

laws and regulations and its Articles of Association. The Board

of Directors determines the overall business strategy of the

Company, supervises its implementation and meets as often

as the Company’s interests require it to do so, at the request of

its Chairman.

The main provisions of the Articles of Association⁽¹⁾relating to

members of the Board of Directors and management bodies

can be consulted on our Investors web page at

https://investors.axway.com/en/bylaws-regulations-agreements.

4.1.1 Composition of the Board of Directors

The Board of Directors comprises a minimum of three and a

maximum of eighteen members. During the life of the

Company, the directors are appointed, reappointed or

dismissed by the Ordinary General Meeting; they are all eligible

for re-election. Directors are appointed for a term of four (4)

years.

With regards to parity, the aim is to move towards an equal

number of men and women. Parity is also sought in the

specialist committees.

The desire for Board members of different nationalities reflects

the search for multicultural diversity. Finally, a diversity of skills

is also a major factor in the composition of the Board of

Directors. The essential skills to guarantee the good

functioning of the Board of Directors include experience in the

software publishing sector, financial expertise, expertise in

international environments, as well as corporate governance

expertise in listed family companies, to favour the leveraging of

assets for profitable and sustainable growth.

The Board of Directors elects a Chairman from among its

members, who must be a natural person for the appointment

to be valid. The Board of Directors can dismiss him at any

time.

Diversity is a point of specific concern in the composition of

the Board of Directors:

The Board wishes to extend this diversity policy to Axway’s

top-level management.

With regards to independence, the Board seeks, each year,

during the review of its composition, to ensure a good balance

between independent and non-independent members.

(1) Unless indicated otherwise, references to the Articles of Association in this Chapter concern the Articles of Association adopted by the Board of

Directors’ meeting of 23 June 2011 and last updated at the Board of Directors’ meeting of 27 January 2022.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Composition and procedures of the management and supervisory bodies

The Board of Directors comprises the following members:

Pierre Pasquier, Chairman of the Board of Directors and Director

Attendance rate:

Board of Directors: 100%

Appointments, Governance and Corporate Responsibility Committee: 100%

Experience:

Pierre Pasquier has over 50 years’ experience in digital services and managing an international company. He founded

Sopra group in 1968 with his partners and is Chairman of the Board of Directors.

Address:

A mathematics graduate from the University of Rennes, Pierre Pasquier began his career with Bull and was involved in

the creation of Sogeti, before leaving to found Sopra. Recognised as a pioneer in the sector, he asserted from the outset

the company’s entrepreneurial spirit, aimed at serving major customers through innovation and collective success.

Sopra Steria Group SA

PAE Les Glaisins

Annecy-le-Vieux

74940 Annecy

France

Date of 1^stappointment:

22/12/2001

Pierre Pasquier steered the deployment of Sopra in its vertical markets and internationally. The 1990 IPO, the successive

growth phases and the transformational merger with the Steria group in 2014, ensured the independence of the

company in a changing market.

In 2011, Pierre Pasquier led the IPO of the subsidiary Axway Software, remaining Chairman of the Board of Directors.

He was Chairman and Chief Executive Officer of Sopra group until 20 August 2012, when the duties of Chairman and

Chief Executive Officer were separated.

Date of most recent

renewal:

General Meeting of 5 June

2019 and Board of

Directors’ meeting of the

same day.

Pierre Pasquier is also Chairman and Chief Executive Officer of Sopra GMT, the financial holding company of Sopra

Steria Group and Axway Software.

Offices and duties held during the fiscal year:

In Axway

Outside Axway

●

Director;

Chairman of Sopra Steria Group;

Director or corporate officer of non-French subsidiaries or

sub-subsidiaries of Sopra Steria Group;

Chairman and CEO of Sopra GMT

●

Chairman of the Board of Directors;

Director or corporate officer of non-French subsidiaries or

sub-subsidiaries of the Group

●

Offices expired during the past five years:

None

Kathleen Clark-Bracco, Vice-Chairman of the Board of Directors and Director

Attendance rate:

Board of Directors: 100%

Appointments, Governance and Corporate Responsibility Committee: 100%

Compensation Committee: 100%

Experience:

After a masters in literature at the University of California (Irvine), Kathleen Clark Bracco began her professional career in

the United States education sector. In 1998, she left Silicon Valley for France, where she joined Sopra and worked in the

Address:

Sopra Steria Group SA

Communications Department. In 2002, she was appointed Director of Investor Relations, a position that she held until

6, avenue Kleber

2015. In this role, she forged solid ties between the Management bodies and an increasingly international range of

75116 Paris

France

shareholders.

Kathleen Clark Bracco was a key player in the successful spin-off of Axway. She joined the Board of Directors in 2011

Date of 1^stappointment:

and was appointed Vice-Chairman in 2013 and Chairwoman of the Appointments, Ethics and Governance Committee.

28/04/2011 Director

24/10/2013 Vice-Chairman

Date of most recent

renewal:

She is also involved in several Group corporate initiatives, and notably initiatives focusing on fairness, the fight against

corruption, ethics and employee share ownership.

In 2014, she contributed significantly to the successful merger of Sopra and Steria. In 2015, she became head of

Sopra-Steria group mergers and acquisitions where she steers acquisition opportunities to complete the business

General Meeting of 5 June

portfolio in line with the strategy. This position favours the complementarity of strategies between the different Group

2019 and Board of

companies.

Directors’ meeting of the

same day.

Through these roles, her long experience in the Group and governance bodies, her knowledge of financial markets, her

commitment to social and societal issues and her communications expertise, contribute to the good governance of

Axway.

Enriched by her long-standing relationship with Group management, Kathleen Clark Bracco has also served as Deputy

CEO of Sopra GMT since 2012.

Offices and duties held during the fiscal year:

In Axway

Outside Axway

●

Director;

Permanent representative of Sopra GMT on the Board

of Directors of Sopra Steria Group;

Deputy CEO of Sopra GMT;

Corporate Development Director Sopra Steria Group

●

Vice-Chairman of the Board of Directors.

●

Offices expired during the past five years:

None

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 89

Corporate Governance

Composition and procedures of the management and supervisory bodies

Véronique de la Bachelerie, Director

Attendance rate:

Board of Directors: 82%

Audit Committee: 80%

Experience:

Veronique de la Bachelerie was appointed a director following the resignation of Françoise Mercadal Delasalles. She

began her career as a financial auditor and joined the Societe Generale group in 1987 and has since held various

management positions in Societe Generale group financial teams. She was also CFO (Chief Financial Officer) of the

retail networks of the Societe Generale group in France. From 2013 to June 2018, she was CEO (Chief Executive Officer)

of the Societe Generale Bank & Trust Luxembourg group and has held various terms of office as director within the

subsidiaries of the Societe Generale group in Luxembourg, Switzerland, Monaco and Tunisia. Since June 2018, she has

managed Societe Generale Consulting and Transformation, the Societe Generale group’s internal consulting department.

She is a graduate of the École Superieure de Commerce de Paris business school and is a French chartered accountant.

Address:

Société Générale

RESG/SGC,

17, Cours Valmy

92800 Puteaux

Date of 1^stappointment:

24/02/2015

Date of most recent

renewal:

General Meeting of 5 June

2019 and Board of

Directors’ meeting of the

same day.

Offices and duties held during the fiscal year:

In Axway

Outside Axway

●

Director

Director or corporate officer of Société Générale group

non-French subsidiaries;

Executive Director of Société Générale Consulting and

●

Transformation;

President of AFCI (French Association of Internal

●

Consultants);

Director of AIMC (American Association of Internal

●

Management Consultants).

Offices expired during the past five years:

Deputy Director of SGBT;

Director of the Luxembourg stock exchange.

Pierre-Yves Commanay, Director

Attendance rate:

Board of Directors: 100%

Compensation Committee: 100%

Appointments, Governance and Corporate Responsibility Committee: 100%

Experience:

Pierre-Yves Commanay has been a member of the Sopra Steria Group SA Executive Committee since 2009. At the

beginning of April 2019, he was charged with developing consulting activities in the United Kingdom. He has been

responsible for the Continental Europe division since 2011.

Address:

Axway Software

Tour W, 102, Terrasse

He has also had previous roles within the Group, which he joined in 1991. He headed the Research and Development

division of a Software entity, before being appointed to develop the activities of Sopra UK as CEO of this subsidiary from

2009 to 2012. As Industrial Director of Sopra group India Pvt Ltd, Pierre-Yves Commanay was responsible for setting up

the Group’s offshore platform.

Boieldieu 92085 Paris La

Défense Cedex France

(only in the context of his

duties in Axway Software)

Date of 1^stappointment:

Pierre-Yves Commanay is a graduate of the University of Lyon (DESS postgraduate diploma in Management) and the

University of Savoie (Masters’ degree in Information Technology).

06/06/2018

Date of most recent

renewal:

Offices and duties held during the fiscal year:

In Axway

Outside Axway

General Meeting of 6 June

2018

●

Director

Director of Sopra GMT

Offices expired during the past five years:

None

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Composition and procedures of the management and supervisory bodies

Hervé Déchelette, Director

Attendance rate:

Board of Directors: 100%

Audit Committee: 100%

Appointments, Governance and Corporate Responsibility Committee: 100%

Experience:

Herve Dechelette has been with Sopra group SA for most of his career, where he was first Chief Financial Officer, before

being appointed Company Secretary until 2008. He notably coordinated the financial transactions relating to the external

growth of the Group’s companies.

Address:

Axway Software

Tour W, 102, Terrasse

Herve Dechelette therefore brings to the Board of Directors his expertise in the digital services market and his financial

expertise.

Boieldieu 92085 Paris La

Défense Cedex France

(only in the context of his

duties in Axway Software)

He holds a degree from the École Superieure de Commerce de Paris business school and is a French chartered

accountant.

Date of 1^stappointment:

Offices and duties held during the fiscal year:

28/04/2011

In Axway

Outside Axway

Date of most recent

renewal:

●

Director

None

General Meeting of 5 June

2019

Offices expired during the past five years:

None

Nicole-Claude Duplessix, Director

Attendance rate:

Board of Directors: 91%

Compensation Committee: 80%

Experience:

Nicole-Claude Duplessix’s varied professional background provides a wealth of experience in IT. Nicole-Claude Duplessix

started her career with the leading HR software publisher in France, ADP GSI, before joining the Sopra Steria group. Her

early work there was in HR consulting for Sopra Steria group customers. She then supported the commitment made by

Sopra Steria and its subsidiaries to its key customers in a number of industries. For seven years until the end of 2019,

she was delegated by Executive Management to work on security for critical projects in complex and multicultural

environments, as well as the integration of new companies acquired by the Sopra Steria group.

Address:

Axway Software

Tour W, 102, Terrasse

Boieldieu 92085 Paris La

Défense Cedex France

(only in the context of her

duties in Axway Software)

Date of 1^stappointment:

06/06/2017

With this wealth of experience in the Sopra Steria group, Nicole-Claude Duplessix strengthens the Board’s expertise in

investments and acquisitions, ethics and human resource management.

Offices and duties held during the fiscal year:

In Axway

Outside Axway

Date of most recent

renewal:

●

Director

None

Offices expired during the past five years:

None

General Meeting of 25 May

2021

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 91

Corporate Governance

Composition and procedures of the management and supervisory bodies

Emma Fernandez, Director

Attendance rate:

Board of Directors: 100%

Compensation Committee: 100%

Experience:

Emma Fernandez has significant experience as a senior executive in the technology sector and particularly in ICT,

security and defence, transport and traffic. She has occupied various positions during the past 25 years with Indra, in

areas such as strategy, innovation and the development of new offers, talent management, communication and product

branding, public affairs, business governance, and corporate social and environmental responsibility, as well as mergers

and acquisitions. Currently, she advises and promotes major companies and start-ups whose core business is IT.

Address:

Axway Software

Tour W, 102, Terrasse

Boieldieu 92085 Paris La

Défense Cedex France

(only in the context of her

duties in Axway Software)

Date of 1^stappointment:

21/06/2016

Date of most recent

renewal:

General Meeting of 5 June

2019

Emma Fernandez has an engineering degree in telecoms from the Polytechnic University of Madrid and obtained an

MBA from IE.

Offices and duties held during the fiscal year:

In Axway

Outside Axway

●

Director

Director of Metrovacesa SA;

Director of Effect Consultoria y soluciones digitales SL;

Director of Open Bank SA;

Director of Gigas Hosting SA.

●

Offices expired during the past five years:

Director of ASTI Mobile Robotics Group SL (16/10/2017 to 02/08/2021);

Director of Grupo Ezentis SA (28/06/2016 to 26/06/2020);

Director of Sopra group SA (19/01/2017 to 12/06/2018);

Director of Kleinrock Advisors SL (until 2018)

Michael Gollner, Director

Attendance rate:

Board of Directors: 100%

Audit Committee: 100%

Experience:

With an MA in international studies from the University of Pennsylvania and an MBA from the Wharton School, Michael

Gollner began his career in investment banking with Marine Midland Bank from 1985 to 1987, Goldman Sachs from 1989

to 1994 and Lehman Brothers from 1994 to 1999. In 1999, he joined Citigroup Venture Capital, which later became Court

Square Capital, as Managing Director Europe. He founded an investment company, Operating Capital Partners, in London

in 2008. As Managing Partner, Michael Gollner accompanies the development of a portfolio of companies, most often in

the technologies, media or cable sectors.

Address:

Axway Software

Tour W, 102, Terrasse

Boieldieu 92085 Paris La

Défense Cedex France

(only in the context of his

duties in Axway Software)

Date of 1^stappointment:

24/05/2012

Michael Gollner founded Madison Sports Group in 2013 and was the Executive Chairman. He was also the founding

shareholder of Levelset in 2012 and a director. Mr. Gollner sold his investments in these two companies in 2021.

Michael Gollner brings to the Board his anglo-saxon financial insight and significant investment in the operating

activities of the companies he manages or assists.

Date of most recent

renewal:

General Meeting of 25 May

2021

Offices and duties held during the fiscal year:

In Axway

Outside Axway

●

Director

Director of Sopra Steria Group SA;

●

Executive Chairman of Madison Sports Group Limited

Offices expired during the past five years:

Director of Levelset, Inc. (November 2021)

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Composition and procedures of the management and supervisory bodies

Helen Louise Heslop, Director

Attendance rate:

Board of Directors: 100%

Audit Committee: 100%

Experience:

Helen Louise Heslop has significant experience in the Finance industry, specifically in international Banking and

Insurance.

Address:

Axway Software

Tour W, 102, Terrasse

In particular, she has been Chief Financial Officer of several GE Capital subsidiaries and regions in France, Thailand and

Sweden and led the Aviva group European transformation project.

She is currently a director of several companies in the banking and insurance sector in the United Kingdom.

Helen graduated in Economics from the University of Cambridge and is a UK Statutory Auditor.

Boieldieu 92085 Paris La

Défense Cedex France

(only in the context of her

duties in Axway Software)

Offices and duties held during the fiscal year:

Date of 1^stappointment:

In Axway

Outside Axway

21/06/2016

Date of most recent

renewal:

●

Director

Director of Hiscox Insurance Company Limited;

Director of Aegon UK;

Director of Silicon Valley Bank.

●

General Meeting of 5 June

2019

Offices expired during the past five years:

Promontoria MMB

Pascal Imbert, Director

Attendance rate:

Board of Directors: 100%

Compensation Committee: 100%

Appointments, Governance and Corporate Responsibility Committee: 100%

Experience:

Pascal Imbert began his career in Telesystemes’ Research and Development department in 1980. In 1990, he co-founded

the consulting firm Solucom, renamed Wavestone in 2016, where he jointly led its development until 2002. He has been

Chairman of the Management Board since this date. Wavestone is a management and information systems consultancy,

listed on the Euronext Paris market since 2000. It assists major companies with their digital transformation, their

expansion into new markets and with merger and acquisition transactions.

Address:

Wavestone Tour Franklin

100-101, Terrasse

Boieldieu 92085 Paris La

Défense Cedex France

Date of 1^stappointment:

Pascal Imbert is a graduate of the École polytechnique and Telecom Paris engineering schools.

28/04/2011

Date of most recent

renewal:

General Meeting of 5 June

2019.

Pascal Imbert was the Chairman of Middlenext, the association representing midcaps in France, from 2010 to 2014 and

teaches masters classes at the École superieure de management business school.

Offices and duties held during the fiscal year:

In Axway

Outside Axway

●

Director

Chairman of the Wavestone Management Board.

Offices expired during the past five years:

None

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 93

Corporate Governance

Composition and procedures of the management and supervisory bodies

Yann Metz-Pasquier, Director

Attendance rate:

Board of Directors: 100%

Audit Committee: 100%

Experience:

Yann Metz-Pasquier is co-founder of Upfluence, the Cloud solutions publisher specialising in influence marketing,

created in 2013 in San Francisco, California. He was Chief Financial Officer from 2013 to 2016 and is still a director of

the company. Prior to that, he was a mergers & acquisitions analyst with Moss Adams LLP in San Francisco, California.

Address:

Axway Software

Tour W, 102, Terrasse

Boieldieu 92085 Paris La

Défense Cedex France

(only in the context of his

duties in Axway Software)

Date of 1^stappointment:

06/06/2018

Yann Metz-Pasquier is a Management graduate of the Catholic University of Lyon (ESDES) and a qualified CFA

(chartered Financial Analyst). He is an MBA graduate from Harvard Business School (May 2018).

Offices and duties held during the fiscal year:

In Axway

Outside Axway

●

Director

Director of Sopra GMT;

Director of Upfluence Inc.

●

Offices expired during the past five years:

Observer until 6 June 2018

Date of most recent

renewal:

General Meeting of 6 June

2018.

Marie Hélène Rigal-Drogerys, Director

Attendance rate:

Board of Directors: 100%

Audit Committee: 100%

Experience

A science graduate, Marie-Helene Rigal-Drogerys has a good understanding of the field of higher education, research and

innovation and more broadly the public sector, that she combines with an operational and executive approach to

strategy and organisation.

Address:

École normale supérieure

de Lyon

15, parvis René Descartes

BP 7000

69342 Lyon Cedex 07

Date of 1^stappointment:

06/06/2018

Date of most recent

renewal:

General Meeting of 6 June

2018

With a PhD in Mathematics and a post-graduate diploma in theoretical physics, Marie-Helene Rigal-Drogerys began her

professional career as a research professor at the University of Montpellier, then at École Normale Superieure (ENS)

Lyon. In 1998 she joined the financial audit sector, where she worked for major clients in the manufacturing, services

and public sectors.

Marie-Hélène Rigal-Drogerys then focused her career on consulting, as consultant partner at Ask-Partners and then

Advisor to the Chairman of École Normale Supérieure Lyon. Since 2009, she has accompanied, both internally and

externally, companies and organisations in their transition to new models within transformation ecosystems.

She also uses her expertise in her duties as Director of Sopra Steria Group and Chairwoman of its Audit Committee and

as an Expert member of the Advisory Board of IMT Mines Albi-Carmaux engineering school. She recently joined the

Board of Directors of Chapter Zero France, the corporate directors' climate forum.

Offices and duties held during the fiscal year:

In Axway

Outside Axway

●

Director

Director of Sopra Steria Group SA;

Advisor to the Chairman − École Normale Supérieure Lyon

●

site policy;

●

Expert member of the Advisory Board of IMT Mines

Albi-Carmaux engineering school;

Director of Chapterzero France.

●

Offices expired during the past five years:

Consultant Partner at ASK Partners.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Composition and procedures of the management and supervisory bodies

Hervé Saint-Sauveur, Director

Attendance rate:

Board of Directors: 100%

Audit Committee: 100%

Experience:

Herve Saint-Sauveur was a member of Sopra group SA’s Board of Directors from June 2003 to June 2018 where he

acted as Chairman of the Audit Committee. Herve Saint-Sauveur joined Societe Generale in 1973: first within the

Economic Research Department (1973), then as Director of Financial Control (1980-1984), Managing Director of Europe

Computer Systems (1985-1990), Operations Manager, Capital Markets Department (1990-1994), Group CFO and

Strategy Manager and Member of the Executive Committee (1995-2002) and Adviser to the Chairman (2003-2006).

Address:

Axway Software

Tour W, 102, Terrasse

Boieldieu 92085 Paris La

Défense Cedex France

(only in the context of his

duties in Axway Software)

Date of 1^stappointment:

28/04/2011

He is a graduate of both the École Polytechnique and the École Nationale de la Statistique et de l’Administration

Economique engineering schools.

Offices and duties held during the fiscal year:

In Axway

Outside Axway

●

Director

None

Date of most recent

renewal:

Offices expired during the past five years:

Director of Sopra Steria Group SA.

General Meeting of 5 June

2019.

Yves de Talhouët, Director

Attendance rate:

Board of Directors: 100%

Compensation Committee: 100%

Appointments, Governance and Corporate Responsibility Committee: 100%

Experience:

Yves de Talhouet has been the Chairman of Faiencerie de Gien since 2014. He was previously Chief Executive Officer of

EMEA HP from May 2011 and Chairman and CEO of HP France from 2006. Prior to that, from 1997 to 2004, he was

Vice-Chairman South Europe, Middle East and Africa at Schlumberger SEMA, before two years spent at Oracle France

from 2004 to 2006 as Chairman and CEO. He was also Chairman of Devotech, a company that he created.

Address:

Axway Software

Tour W, 102, Terrasse

Boieldieu 92085 Paris La

Défense Cedex France

(only in the context of his

duties in Axway Software)

Date of 1^stappointment:

31/06/2012

Date of most recent

renewal:

General Meeting of 5 June

2019.

Yves de Talhouet is a graduate of the École Polytechnique and École Nationale Superieure des Telecommunications

engineering schools and the Paris Political Science Institute.

Offices and duties held during the fiscal year:

In Axway

Outside Axway

●

Director

Director of KWERIAN (formerly TWENGA);

Chief Executive Officer of TABAG;

Observer of Castillon;

Director of Tinubu;

●

Chairman of Faïenceries de Gien (2014).

Offices expired during the past five years:

CEO of EMEA HP;

Director of Devoteam.

Changes in the composition of the Board of Directors in the year ended 31 December 2021

Appointments

Re-appointments

Non-renewal

Resignations

Cooptations

Nicole-Claude Duplessix – Michael Gollner

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 95

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Composition and procedures of the management and supervisory bodies

Furthermore, a framework assistance agreement was entered

into with Sopra GMT, under which Sopra GMT provides a

considerable number of services involving the Axway Software

strategy and the potential synergies with Sopra Steria Group

(see Chapter 4, Section 4.2). Pursuant to the procedure

applicable to regulated agreements, this agreement, and its

extension, were submitted to the Board of Directors and the

General Shareholders’ Meeting for approval prior to being

signed.

4.1.1.1

Family relationships

To the best of the Company’s knowledge, at the date of this

Universal Registration Document, the only existing family

relationships were those between:

●

Yann Metz-Pasquier and Pierre Pasquier; and

●

Pierre-Yves Commanay and Pierre Pasquier; and

●

Yann Metz-Pasquier and Pierre-Yves Commanay.

To the best of the Company’s knowledge, these relationships

are not liable to constitute conflicts of interest.

4.1.1.2

Legal information

At the date of this Universal Registration Document and to the

best of the Company’s knowledge, none of the members of the

Board of Directors or management have been:

It should also be noted that:

●

Axway’s Board of Directors includes nine (9) independent

directors, selected at its meeting held on 27 January 2022, in

accordance with Recommendation No. 3 of the Middlenext

Code of Corporate Governance;

●

convicted of fraud in the past five years;

●

declared bankrupt or placed into receivership or liquidation

in the past five years;

●

the directors are bound by the obligation to protect the

●

incriminated and/or issued an official public sanction by

statutory or regulatory authorities in the past five years.

interests of the Company and comply with the rules set out

in the internal regulations of the Board of Directors and any

other rules contributing to good governance as defined in the

Middlenext Code of Corporate Governance (Code of Ethics

for Board members). Moreover, the Board of Directors’

internal regulations stipulate in Title 7 “Ethics” that: “Any

member of the Board of Directors finding himself in a

situation of conflict of interest or potential conflict of interest,

due notably to the offices they hold with another company,

must report this situation to the Appointments, Ethics and

Governance Committee as rapidly as possible, explaining the

issue encountered and detailing the reasons for the existence

of the actual or potential conflict of interest. […]. The

Chairman of the Board, having regard to the opinion of the

Appointments, Ethics and Governance Committee, asks the

relevant member of the Board of Directors not to take part in

the deliberations and/or not to attend the Board of Directors’

meeting”;

To the best of the Company’s knowledge, none of the company

officers have been prevented by the courts from acting as a

member of an issuer’s administrative, management or

supervisory body or from being involved in an issuer’s

management or the conduct of its business in the past five

years.

4.1.1.3

Conflicts of interest within

administrative and management

bodies

The Company maintains significant relationships for its

business, control, strategy and development with Sopra GMT,

the lead holding company. Pierre Pasquier is the Chairman and

Chief Executive Officer of Sopra GMT and the Pasquier family

holds a 68.27% interest in the share capital.

●

the members of the Board of Directors undertake to report,

prior to each Board meeting and depending on the agenda,

any potential conflicts of interest and to not take part in

deliberations or votes on any subjects where they have a

conflict of interest.

Sopra GMT controls the Company as a result of its direct and

indirect holding of more than half of the Company’s share

capital (55.69%) and 65.53% of its voting rights (see Chapter 7,

Section 2). Sopra GMT therefore exercises considerable

influence over the Company’s business, strategy and

development.

Indemnities or benefits due

or likely to become due on

the termination of service

or a change of duties

Indemnities relating

to a non-compete clause

Employment contract

Yes

Supplementary pension plan

Yes

Executive officers

Pierre Pasquier

Chairman

Start of term of office:

Board of Directors’ meeting of 5 June

2019

End of term of office:

General Meeting convened to approve

the financial statements for the year

ending 31 December 2022

Patrick Donovan

Chief Executive Officer

Start of term of office: 6 April 2018

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 97

Corporate Governance

Composition and procedures of the management and supervisory bodies

4.1.1.4.

Information on transactions in securities by senior executives and those persons

mentioned in Article L. 621-18-2 of the French Monetary and Financial Code

Pursuant to Article 223-26 of the AMF General Regulations, the following transactions involving Axway shares fell within the scope

of Article L. 621-18-2 of the French Monetary and Financial Code during the fiscal year ended 31 December 2021:

Category⁽¹⁾

Name

Position

Transaction

type⁽²⁾

Transaction date Number of

securities

Unit price

Transaction

amount

Board of Directors

Michael Gollner Director

Yann

18/08/2021

13/08/2021

6,739

161

€28.50

€28.68

€192,061.50

€4,617.48

Board of Directors

Metz-Pasquier

Director

11/05/2021

7,000

€29.50

€206,500

(1) Category a. Members of the Board of Directors, Chief Executive Officer, Sole Executive Officer, Managing Director.

(2) Transaction type:

A. Acquisition;

D. Disposal;

S. Subscription;

E. Exchange.

(3) Transfer of ownership: disposal for nil consideration.

4.1.2 Procedures of the Board of Directors

●

The Board of Directors’ organisation and working procedures

are governed by:

ensuring the smooth running of the Company’s management

bodies and the application of best governance practices; as

well as

●

Articles L. 225-17 et seq. of the French Commercial Code.

●

ensuring that directors are able to carry out their duties; and

The principal mission of the Board of Directors is to

determine the strategic directions to be followed by the

Company and to oversee their implementation;

ensuring that they have the required information, in addition

to performing the duties described below.

●

Articles 14 to 21 of the Articles of Association governing the

His duties comprise governance of corporate strategy,

potential acquisitions, investor relations and certain subjects

classified as strategic. These strategic subjects share the need

to prepare Axway’s future for the long-term.

organisation and procedures of the Board of Directors. The

Articles of Association currently incorporate the

recommendations of the Middlenext Code of Corporate

Governance on the term of office of directors, which is set at

four (4) years;

To accomplish all these tasks, the Chairman is supported by

Group resources, as well as a permanent team of five people,

including four very experienced individuals, employed in the

holding company, Sopra GMT. These resources enable the

Board to oversee management and ensure the smooth running

of the Company. This team was formed during the

spin-off/stock market listing of the Company, by transferring to

the holding company, managers who had spent most of their

working life in the Group and had in-depth knowledge of all its

inner workings. This team assists both Axway Software and

Sopra Steria Group and, in addition to separately supporting

each of the two companies, oversees the exploitation of

synergies and above all the sharing of best practices. The

terms of reference for this team and the principle of rebilling

the Company for costs incurred are covered by a framework

support agreement approved by the General Shareholders’

Meeting under the regulated agreements process and reviewed

annually by the Board of Directors.

●

the internal regulations covering the following topics:

reminder of legal and statutory powers, meetings,

information received by the Board of Directors, training of

members, committees, conflicts of interest, compensation

awarded to its members for their duties, confidentiality and

Economic and Social Committee representatives.

The Articles of Association and the internal regulations are

available on the Company’s website at the following link:

https://investors.axway.com/en/bylaws-regulations-agreements.

4.1.2.1.

Role entrusted to the Chairman

of the Board of Directors

Pursuant to the provisions of Article L. 225-51 of the French

Commercial Code and Title 3 of the Company’s internal

regulations, the role of the Chairman of the Board of Directors

includes:

●

organising and directing the work of the Board of Directors;

●

setting the dates and agenda of the Board of Directors’

meetings;

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Composition and procedures of the management and supervisory bodies

The Board of Directors met six times in 2021. The attendance

rate was 98.8%.

4.1.2.2.

Role entrusted to the

Vice-Chairman of the Board

of Directors

The Board of Directors was regularly informed of and based its

decisions on the work of the Audit Committee, the

Appointments, Governance and Corporate Responsibility

Committee, and the Compensation Committee.

It is recalled that the Board of Directors, at its meeting of

24 October 2013, decided, based on the recommendations of

the Appointments, Governance and Corporate Responsibility

Committee, to appoint a Vice-Chairman to take over the

Chairman’s duties in the event of the latter’s incapacity and

secure the succession. Accordingly, it was decided to amend

the internal regulations of the Board of Directors. At their

meeting of 27 January 2022, the directors decided to

(i) maintain the office of Vice-Chairman of the Board of

Directors, and (ii) renew Kathleen Clark Bracco in this capacity.

b. Issues discussed

The main issues discussed in 2021 included the following:

●

strategy and the corporate project;

●

the 2021 budget and major guidelines;

●

approval of the financial statements for the year ended

31 December 2020;

The role of the Vice-Chairman is defined in the internal

regulations. It is to ensure the continuity of the Company’s

operations in the event the Chairman is temporarily or

permanently unable to exercise his duties within the Board of

Directors.

●

approval of the interim financial statements for the first half

of 2021;

●

approval of forward-looking financial and management

information documents;

●

quarterly results and related financial reports;

The Vice-Chairman is appointed for a duration that cannot

exceed his term of office as a director. His term of office may

be renewed without any limitation. He can be dismissed at any

time by the Company’s Board of Directors.

●

workplace and wage equality;

●

social and environmental responsibility objectives;

●

the composition of the Board and its Committees;

●

the procedures of the Board of Directors: amendment of the

internal regulations and the self-assessment questionnaire;

The Vice-Chairman assists the Chairman in preparing and

holding Board of Directors’ meetings and, in particular,

preparing the agenda and documentation submitted to the

directors. This list is not exhaustive and may be modified at the

Chairman’s discretion.

●

more in-depth implementation of the ethics and

anti-corruption internal systems;

●

qualification of directors as independent;

The Vice-Chairman may represent the Company at

conferences organised by third parties (including, but not

limited to, potential investors) and/or seminars to which the

Company is invited as well as any other events involving the

Company.

●

company officer compensation;

●

grant of free shares to Company employees;

●

monitoring of legal developments: Taxonomy, 2021

Middlenext Code.

C. Access to information by members of the Board

of Directors

The internal regulations state that:

In such circumstances, the Vice-Chairman does not have any

of the powers conferred by law on the Chairman and may not

engage the Company with third parties in any way whatsoever

unless he has received a delegation of authority in accordance

with applicable laws and regulations.

●

each member of the Board shall receive any information

required for the performance of his duties and can request

any documents he deems pertinent;

The Vice-Chairman may attend Company Committee meetings

if his presence is required at such meetings.

●

in advance of each meeting of the Board,

a set of

The Vice-Chairman only chairs Board of Directors’ meetings in

the absence of the Chairman. In this case, he shall have the

powers conferred on the Chairman of the Board of Directors by

law, the Articles of Association and prevailing regulations.

preparatory materials shall be addressed to members

presenting the items on the agenda requiring special

analysis and prior reflection, provided that confidentiality

guidelines allow for communication of this information;

●

the members of the Board shall also receive, in the intervals

between meetings, all pertinent and critical information

concerning significant events or operations for the

Company. This information shall include copies of all press

releases issued by the Company.

Should the Chairman be temporarily unable to exercise his

duties within the Board of Directors, the Vice-Chairman will

replace him during this temporary absence.

4.1.2.3.

Meetings of the Board of Directors

d. Training

a. Number of meetings held during the fiscal year

and attendance of members of the Board of

Directors

In accordance with its internal regulations, the Board of

Directors is required to meet at least four times each year.

The internal regulations state that “any member of the Board

may, on the occasion of his appointment or at any point during

his term in office, engage in training sessions that he feels are

required for the performance of his duties”.

There were no requests for training from the directors in the

year ended 31 December 2021.

An annual calendar of meetings including a provisional agenda

is established by the Board and may be modified should any

specific events justify a change in the agreed schedule.

In addition, following the review of the Middlenext Governance

Code and particularly the new recommendation no. 5, directors

were made aware of the need to prepare a three-year training

plan. This plan will be implemented in the coming years.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 99

Corporate Governance

Composition and procedures of the management and supervisory bodies

After approval of this new questionnaire by the Board of

Directors and analysis of the individual replies, a summary was

examined and debated by the Appointments, Ethics and

Governance Committee on 8 December 2021.

4.1.2.4

Assessment of the Board

of Directors

The Board of Directors decided to introduce an annual

self-assessment of its working procedures in accordance with

the recommendations of the Middlenext Code. This

self-assessment aims, in particular, to check that the Board

has all the information needed to make informed decisions and

to consider any requests for changes to the Board’s working

procedures. The Board of Directors’ self-assessment is always

conducted at the end of the fiscal year in question so as to

ensure that all areas for improvement have been identified.

Finally, the results of the self-assessment of the Board of

Directors’ procedures in fiscal year 2021 were presented to and

discussed during the Board of Directors’ meeting of 27 January

2022.

The 100% participation rate and the average mark obtained for

each question leads to the conclusion that the Board is highly

satisfied with both its procedures and the work of its

Committees. Nonetheless, a few areas for improvement were

suggested, such as deepening the strategy by product line or

more detailed reports on the work of the Audit Committee on

risk factors during Board of Directors’ meetings.

In 2021, the self-assessment questionnaire was revised to

incorporate the changes in content discussed by the Board of

Directors and thereby integrate fundamental subjects and

particularly social and environmental responsibility, parity and

strategy.

4.1.3 Committees of the Board of Directors

●

The Committees, the working procedures of which are detailed

below, lack the authority to take decisions alone but submit

their findings and make recommendations to the Board of

Directors.

supervise the effectiveness of internal control and risk

management procedures;

●

monitor internal audit and its procedures;

monitor the statutory audit of the Group’s financial

statements by the Statutory Auditors;

4.1.3.1

Audit Committee

●

ensure compliance with the independence requirement for

Statutory Auditors.

The Audit Committee was created by a decision of the Board

of Directors on 9 May 2011. The internal regulations of the

Board of Directors define the Committee’s operating

procedures and powers and a committee charter sets out in

greater detail the roles and duties delegated to it. The Audit

Committee’s current composition was confirmed by the Board

of Directors’ meeting of 27 January 2022. Its members are:

supervise and monitor the anti-corruption procedure.

In addition, the Audit Committee:

●

issues, where appropriate,

a recommendation on the

Statutory Auditors proposed for appointment by the General

Meeting; it also issues a recommendation to the Board when

renewal of the Statutory Auditor(s)’ term of office is

proposed under the conditions defined by regulations;

●

Hervé Saint-Sauveur (Chairman);

●

Véronique de la Bachelerie;

●

monitors the Statutory Auditor’s performance of its

engagement and takes into account the findings and

conclusions of the Haut Conseil du commissariat aux

comptes following the conduct of reviews;

●

Hervé Déchelette;

●

Michael Gollner;

●

Helen Louise Heslop;

Yann Metz-Pasquier.

●

reports regularly to the Board on the performance of its

assignments, the results of the statutory audit of the

financial statements, how this audit contributed to the

integrity of the financial information and the role it played in

the process. It immediately notifies the Board of any

problems encountered.

The Committee meets at least four times per year (in a full

year) and devotes at least two meetings to the half-year and

full-year financial statements, respectively.

The members of the Audit Committee have in-depth economic

and/or industry knowledge as detailed in Chapter 4, Section 1

“Composition and procedures of the management and

supervisory bodies”. This enables them to fully investigate all

issues submitted to them by the Company. The Chairman of

the Audit Committee is an independent director.

The Committee met five times in 2021 in the presence of the

Statutory Auditors. The attendance rate was 97%.

The main items of business at these meetings were:

●

to review the consolidated and parent company financial

statements for the year ended 31 December 2020;

Without prejudice to the powers given by law to the Board of

Directors, the Audit Committee’s main responsibilities include

the following:

●

to review the financial statements for the first half of 2021;

impairment tests;

●

review the financial statements, including the Green

to monitor internal audit procedures:

Taxonomy;

●

to review the 2021 internal audit plan,

●

monitor the system for the preparation and processing of

●

to monitor the application of internal audit

the accounting, financial and non-financial information and

review the financial statements;

recommendations,

●

to review the reports on internal audit assignments for the

first and second halves of 2021;

100

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Composition and procedures of the management and supervisory bodies

●

to monitor Statutory Auditors procedures:

In 2021, following the review by Middlenext of its corporate

governance code, the Company decided to comply with the

new recommendation no. 8. In this respect, the Appointments,

Ethics and Governance Committee was designated as the

reference committee for social and environmental

responsibility issues given the assignments already assigned

to it. It was also decided to rename the Committee the

Appointments, Governance and Corporate Responsibility

Committee.

●

to review the conclusions of Statutory Auditor procedures,

●

to review the Statutory Auditors’ report to the Audit

Committee,

●

to review the preparation of key audit matters,

to pre-approve non-audit services,

to validate the engagement budget and review the audit

plan;

●

In 2021, its main duties were:

to review the general risk map;

to review the draft Universal Registration Document and

notably the Risk factors Section and the report on corporate

governance;

●

to revise the self-assessment questionnaire and conduct the

assessment of the Board of Directors;

to verify the application of rules of ethics and good

governance in the Company and its subsidiaries;

●

to review insurance policies taken out or being taken out;

to monitor the implementation project for the new financial

information system;

to assess the status of the independent members of the

Board of Directors pursuant to the Board’s decisions on this

subject, particularly through the conflict of interest annual

review procedure;

●

to review the Company’s IT security policy;

to self-assess the Audit Committee.

●

to inform and propose changes that it deems useful or

necessary to support the operations or composition of the

Board of Directors and its Committees;

The Committee met with the Statutory Auditors in the absence

of management. It also met with the head of internal audit

under the same conditions.

to assess corporate responsibility commitments, notably

through an annual review of the Non-Financial Performance

Statement;

Various operating and functional Group managers were also

interviewed to inform Audit Committee members and improve

their understanding of different operating issues.

●

to prepare the agenda of the General Meeting of 24 May

2021;

4.1.3.2

Appointments, Governance

and Corporate Responsibility

Committee

to take into account any legal and regulatory changes during

the fiscal year;

to review documents prepared pursuant to regulations and

the Articles of Association;

The Appointments, Governance and Corporate Responsibility

Committee (previously the Appointments, Ethics and

Governance Committee) was created by a decision of the

Board of Directors on 22 May 2012. The internal regulations of

the Board of Directors define the Committee’s operating

procedures and powers. The Appointments, Ethics and

Governance Committee’s current composition was confirmed

by the Board of Directors’ meeting of 27 January 2022. Its

members are:

to prepare the deliberations of the Board of Directors on

professional and employee equality;

to assess the proper performance of the Company’s internal

whistle-blowing procedure;

to ensure the application of the internal verification

procedure for current and regulated agreements.

4.1.3.3

Compensation Committee

●

Kathleen Clark Bracco (Chairwoman);

The Compensation Committee was created by a decision of

the Board of Directors on 22 May 2012. The internal

regulations of the Board of Directors define the Committee’s

operating procedures and powers. The Compensation

Committee’s current composition was confirmed by the Board

of Directors’ meeting of 27 January 2022. Its members are:

●

Pierre-Yves Commanay;

●

Hervé Déchelette;

●

Pascal Imbert;

●

Pierre Pasquier;

●

Yves de Talhouët.

●

Pascal Imbert (Chairman);

The Appointments, Governance and Corporate Responsibility

Committee is comprised of the Chairman of the Board of

Directors and three to six Board members who are appointed

by the Board of Directors. The Committee may be convened

when requested by its Chairman or by two of its members. It

meets prior to the approval of the agenda of the Annual

General Meeting, to review draft resolutions that will be

submitted to it concerning the positions of members of the

Board of Directors.

●

Pierre-Yves Commanay;

●

Kathleen Clark Bracco;

●

Nicole-Claude Duplessix;

●

Emma Fernandez;

●

Yves de Talhouët.

The Compensation Committee is comprised of three to six

members who are appointed by the Board of Directors. The

Compensation Committee may be convened when requested

by its Chairman or by two of its members.

It met five times in 2021. The attendance rate was 100%.

The Compensation Committee met five times during the

course of the year ended 31 December 2021. The attendance

rate was 97%.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 101

Corporate Governance

Composition and procedures of the management and supervisory bodies

●

In 2021, its main duties were:

to verify the quality of the information provided to

shareholders on compensation, benefits and options granted

to company officers;

●

to prepare the company officer compensation policy;

●

to propose the fixed and variable compensation including

●

to prepare the free share grant policy and verify the

implementation of related plans;

non-financial criteria and benefits granted to company

officers;

to prepare decisions concerning employee savings.

●

to verify the application of rules defined for calculating their

variable compensation;

4.1.4 Executive officers

4.1.4.1

Office

First name, last name and

business address

Office

Date of first appointment and Offices and duties held in the Offices and duties held

date of expiry of term of

office

Group during the past five

years

outside the Group during the

past five years

Offices and duties currently Offices and duties currently

1^stappointment:

held:

Pierre Pasquier

Business address:

Sopra Steria Group SA

PAE Les Glaisins

Annecy-le-Vieux

74940 Annecy

22 December 2001

(Chapter 4, Section 1.2)

Expiry of term of office:

General Meeting convened to

approve the financial

Chairman of the Board statements for the year

Expired offices and duties:

France

of Directors

ending 31 December 2022

(Chapter 4, Section 1.2)

Offices and duties currently

held:

Chief Executive Officer of

Axway Software;

Patrick Donovan

Business address:

Axway

Offices and duties currently

held:

16220 N Scottsdale Rd. Suite

500, Scottsdale AZ 85254.

USA

Director of Group

subsidiaries;

CEO of Group subsidiaries.

1^stappointment:

Chief Executive Officer 6 April 2018

Expired offices and duties:

The separation of the duties of Chairman and Chief Executive

Officer is based on the definition of the roles formalised in the

Board of Directors’ internal regulations, respect of the rights of

the Chairman and Chief Executive Officer and a long-term

relationship of trust between the holders of these offices.

Under these conditions, the current method of governance

adds flexibility to the Company’s management, safeguards

decision-making and ensures that the necessary tasks will be

quickly carried out to manage Axway Software’s strategic

challenges.

4.1.4.2

Role of the Executive Officers

Given the challenges associated with the constantly changing

markets in which Axway operates and its need to be

adaptable, the separation of offices appeared to be the most

appropriate organisation. The governance has entrusted the

Chairman with steering and strategy and the Chief Executive

Officer with operations, while at the same time setting up

close cooperation and permanent dialogue between the

management bodies.

The Board of Directors, at its meeting of 24 October 2013,

decided, based on the recommendations of the Appointments,

Governance and Corporate Responsibility Committee, to

appoint a Vice-Chairman to take over the Chairman’s duties in

the event of the latter’s incapacity and secure the succession.

This succession plan is reviewed by the Board at least once

every two years and, in this respect, it was reviewed during the

Board of Directors’ meeting of 27 January 2022.

4.1.4.3.

Powers of the Chief Executive

Officer

The Chief Executive Officer is vested with the broadest powers

to act in all circumstances on behalf of the Company. He

exercises his powers within the limits of the corporate purpose

and applicable laws, the Articles of Articles of Association and

the deliberations of the Board of Directors with regard to his

appointment and the internal regulations.

The Chairman of the Board of Directors devoted

considerable amount of time to his duties throughout the year.

His activities involved managing the work of the Board and

performing additional tasks required by the Axway’s business.

He represents the Company in its dealings with third parties.

The Chief Executive Officer chairs the Group’s Executive

Committee (ExCom).

The Chairman’s duties, which have in common the preparation

of Axway’s long-term success, comprise governance of

corporate strategy, potential acquisitions, investor relations

and certain subjects classified as strategic.

The Chief Executive Officer, assisted, where necessary, by one

or more Deputy Chief Executive Officers, has authority over the

Group as a whole and directs its operating activities.

The various matters for which the Chairman is responsible

require detailed knowledge of operational realities and thus a

very close relationship with Executive Management and the

Executive Committee. This is achieved by sharing information

and consulting on decisions to be taken, with a view to

implementing the medium-term strategic plan and monitoring

execution of these decisions over time.

He assists in preparing the strategy as part of the approach

steered by the Chairman of the Board of the Board of

Directors. He implements this strategy once it has been

approved by the Board of Directors.

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and its business

activities

Consolidated

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statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Regulated agreements and assessment of everyday agreements

The Chief Executive Officer is moreover in charge of providing

the Board of Directors and its committees with the information

that they need and implementing the decisions made by the

Board.

2. any decision to acquire or dispose of companies or

business activities - or with the approval of the Chairman

who has been delegated powers by the Board for

transactions of less than €5 million,

3. any investment or divestment decision - or with the

approval of the Chairman who has been delegated

powers by the Board for transactions of less than

€10 million,

The decisions defined hereinafter must receive the prior

authorisation of the Board of Directors, or of the Board

Chairman when delegated to the Chairman by the Board, under

conditions that it shall define. In that case, the Chairman must

report back to the Board on the authorisations that he gives

with such delegations. The decisions are previously prepared

and discussed by the Chief Executive Officer with the Board

Chairman.

4. the conclusion of strategic alliances;

●

organisational matters:

1. the appointment or dismissal of a member of the

management team (members of the Executive

Committee) with the approval of the Chairman who has

been delegated powers by the Board,

Decisions requiring the prior approval of the Board of Directors

in the above-referenced conditions are those that have a major

strategic effect or which are likely to have a material impact on

the financial position or the commitments of the Company or

of its subsidiaries and in particular those related to:

2. any significant modification of the internal organisation

or operations, with powers delegated to the Chairman by

the Board of Directors;

●

the implementation of the strategy:

financial matters:

1. adaptation of the business model,

1. financial transactions that have or could have a future

material impact on the parent company financial

statements or the consolidated financial statements,

2. any procedural commitment, treaty, settlement or

compromise, in the case of litigation, for an amount

exceeding €1 million.

Regulated agreements and assessment of everyday

agreements

4.2

4.2.1 Agreements approved in previous years which had continuing effect

during the year

The sole agreement approved in previous years with continuing

effect during the year ended 31 December 2021 is described

below:

open-ended agreement, which may be cancelled by giving

twelve (12) months prior notice, in writing. This agreement

aims to improve strategic planning and general policy

coordination between the Sopra Steria Group and the

Company, in particular, by developing synergies subsequent to

the spin-off of Axway Software, as well as providing the

Company with support and consultancy services.

Agreement between Axway Software

and Sopra GMT

The support agreement between Sopra GMT on the one hand,

and the Company and Sopra Steria Group SA on the other,

defines Sopra GMT’s role as the financial holding company for

these two companies. This agreement, which was initially

entered into on 1 July 2011, for a period of two (2) years and

then renewed in July 2013, has been amended to make it an

The Board of Directors’ meeting of 27 January 2022

unanimously approved (with abstention of relevant directors)

(i) the continuation of the authorisation previously granted and

(ii) the payment of €1,017,741.32 to Sopra GMT for services

rendered in the year ended 31 December 2021.

4.2.2 Assessment procedure for everyday agreements and implementation

during the year ended 31 December 2021

●

Axway has implemented an internal procedure to regularly

assess whether everyday agreements between the Group and

related persons are effectively on an arm’s length basis.

regularly updates the list of related parties to take account of

all changes in duties and/or offices and any statements or

preliminary reports made by related parties to the Board of

Directors or the Legal Department;

This procedure satisfies the provisions of Article L. 22-10-12 of

the Pacte Law and was brought into effect by the Board of

Directors’ decision of 22 October 2019.

●

reviews all draft everyday agreements likely to be entered

into with identified related parties following a preliminary

report to the Board of Directors and/or the Legal

Department. In this respect, the Legal Department is

authorised to review agreements at its own initiative if it

Under this procedure, the Axway Legal Department:

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 103

Corporate Governance

Regulated agreements and assessment of everyday agreements

considers necessary. This controls seeks to assess whether

the draft agreement satisfies the criteria for everyday

agreements;

This procedure may be updated, subject to the approval of the

Board of Directors, to take account of any legislative or

regulatory amendments or changes in best practice. Following

an update of the list of related parties, everyday agreements

were verified in respect of 2021. The Legal Department

delivered its report which did not highlight any reclassifications

of everyday agreements as regulated agreements as they

satisfied all the criteria enabling them to be classified as

everyday agreements concluded at arm’s length.

●

performs an ex post review, every six months, of all

agreements entered into with related parties in respect of

the current year, with the assistance of the Finance

Department.

Pursuant to Article L. 22-10-12 of the French Commercial Code,

individuals directly or indirectly concerned by an agreement do

not participate in its assessment.

On 27 January 2022, the Board of Directors took note of this

report and the proper implementation of the everyday

agreement verification procedure in respect of 2021.

Each fiscal year, the Legal Department prepares a report to the

Board of Directors to enable it to assess the implementation of

the procedure. The Board of Directors assesses the procedure

and its implementation each fiscal year.

4.2.3 Statutory Auditors’ special report on regulated agreements

This is a free translation into English of the Statutory Auditors’

special report on regulated agreements that is issued in the

French language and is provided solely for the convenience of

Agreements submitted to the approval

of the General Meeting

English-speaking readers. This report on regulated agreements

should be read in conjunction and construed in accordance with,

French law and professional auditing standards applicable in

France. It should be understood that the agreements reported

on are only those provided by the French Commercial Code

(Code de commerce) and that the report does not apply to those

related party transactions described in IAS 24 or other

Agreements authorised and concluded during

the year

We hereby inform you that we have not been advised of any

agreement authorised and concluded during the year to be

submitted to the approval of the General Meeting pursuant to

Article L. 225-38 of the French Commercial Code.

equivalent accounting standards.

Agreements already approved by the General

Meeting

General Meeting approving the financial statements for the

year ended 31 December 2021

Agreements approved in previous years which had

continuing effect during the year

Pursuant to Article R. 225-30 of the French Commercial Code,

we have been informed that the following agreements,

previously approved by General Meetings of prior years, had

continuing effect during the year.

To the General Meeting of Axway Software

In our capacity as statutory auditors of your Company, we

hereby report to you on regulated agreements.

The terms of our engagement require us to communicate to

you, based on information provided to us, the principal terms

and conditions of those agreements brought to our attention or

which we may have discovered during the course of our audit,

as well as the reasons justifying that such agreements are in

the Company's interest, without expressing an opinion on their

usefulness and appropriateness or identifying other such

agreements, if any. It is your responsibility, pursuant to Article

R. 225-31 of the French Commercial Code (code de

commerce), to assess the interest involved in respect of the

conclusion of these agreements for the purpose of approving

them.

Our role is also to provide you with the information stipulated

in Article R. 225-31 of the French Commercial Code relating to

the implementation during the past year of agreements

previously approved by the General Meeting, if any.

We performed the procedures that we considered necessary in

accordance with the professional guidelines of the French

National Institute of Statutory Auditors (Compagnie Nationale

des Commissaires aux Comptes) relating to this engagement.

These procedures consisted in agreeing the information

provided to us with the relevant source documents

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Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Regulated agreements and assessment of everyday agreements

These services are reinvoiced by Sopra GMT to the two

companies on the basis of actual time and money spent to

successfully supply the services, plus 7%. The two-year

agreement signed on 1 July 2011 was renewed in July 2013 for

an indefinite period, and is subject to 12-months termination

notice.

Assistance agreement signed with Sopra GMT

The agreement between Sopra GMT, on the one hand, and your

Company and Sopra Steria Group, on the other hand, defines

the role of lead holding company assumed by Sopra GMT with

respect to your Company and Sopra Steria Group. Under this

tripartite agreement, Sopra GMT is responsible for

coordination and assistance for both of these companies,

while striving to develop, as much as possible, the various

synergies between them.

Sopra GMT invoiced €1,017,741.32, excluding taxes, in respect

of this agreement for fiscal year 2021.

On 28 January 2021, your Board of Directors reviewed this

agreement and decided to maintain it for the fiscal year ended

31 December 2021.

Persons concerned

Chairman of the Board of Directors of Axway Software

Chairman and Chief Executive Officer of Sopra GMT

Pierre Pasquier

Director and Vice-Chairwoman of the Board of Directors of Axway Software

Permanent representative of Sopra GMT on the Board of Directors of Sopra Steria Group

Deputy CEO of Sopra GMT

Kathleen Clark Bracco

Pierre-Yves Commanay

Yann Metz-Pasquier

Director of Axway Software

Director of Sopra GMT

Director of Axway Software

Director of Sopra GMT

Courbevoie and Paris, 10 March 2022

The Statutory Auditors

Aca Nexia

Mazars

Jérôme Neyret

Sandrine Gimat

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 105

Corporate Governance

Code of Corporate Governance

4.3

The Company decided to adopt the recommendations of the

Middlenext Code of Corporate Governance for small and

midcaps updated in September 2021 (available on the

Middlenext website: www.middlenext.com), due to its

compatibility with the size of the Company and its capital

structure.

A summary table of directors qualified as independent under

the criteria used by the Middlenext Code is presented in

Chapter 4, Section 4.1.

The Company applies the majority of recommendations

included in the Middlenext Code and intends to adapt its

internal process on a gradual basis with each passing fiscal

year. However, for the fiscal year ended 31 December 2021, the

application status of the Code’s recommendations is as

follows:

The Board of Directors has reviewed the principles of this

Code.

Recommendation no. Purpose of the recommendation

Applied

Yes

STRENGTHEND Board member ethical requirements

STRENGTHEND Conflicts of interest⁽²⁾

Yes

Composition of the Board - Independent directors

Yes

Board member information

Yes

NEW

Board member training

Partially

Yes

Organisation of Board and Committee meetings

STRENGTHEND Creation of Committees

NEW Introduction of a CSR special committee

Yes

Introduction of Board’s internal regulations

Selection of directors

Yes

Term of office of Members of the Board

Directors’ compensation

Yes

Introduction of an assessment of the Board’s work

Yes

STRENGTHEND Relations with shareholders

NEW Axway diversity and equity policy

Yes

STRENGTHEND Definition and transparency of the compensation of executive officers

Preparation of succession plans for senior executives

Combination of employment contract and directorship

Severance pay

Yes

Supplementary pension plans

Stock options and free share grants

STRENGTHEND Watch-points

NEW New recommendation in the revised Middlenext Code issued in September 2021.

STRENGTHENE Existing recommendation strengthened. The strengthened recommendation is also the result of the revised Middlenext Code issued in

September 2021.

Application of recommendations

Recommendations no. 1 and 9

Recommendation no. 5

Axway’s internal regulations were signed by all the directors

and published on the Company’s investor website this year

Following the update of the Code in 2021, directors were made

aware of the need to prepare a three-year training plan. This

(https://investors.axway.com/en/bylaws-regulations-agreements). plan will be implemented in the coming months in accordance

These two recommendations therefore went from “partially” to

fully applied.

with the new recommendation no. 5.

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Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Compensation and benefits

Furthermore, under its Social/Employer Commitment and to

ensure the continuation of its diversity and equity policy, Axway

implemented specific monitoring indicators⁽¹⁾for the following

areas:

Recommendations no. 7 and 8

The main issues considered by the Appointments, Ethics and

Governance Committee make it the reference Committee for

the Company’s social and environmental responsibility,

●

male/female parity: percentage of women in the workforce,

The Board therefore decided to rename this committee the

Appointments, Governance and Corporate Responsibility

Committee and to retain Kathleen Clark-Bracco as the

Committee’s Chairwoman. While she is not an independent

director, the Board considered that her role as Vice-Chairman

of the Board made her the best person to carry these issues at

the highest level.

percentage of women on the Board of Directors, percentage

of women on the Executive Committee, percentage of

women in middle management, percentage of women

recruited;

●

integration of people with disabilities;

●

age category; percentage of employees from young

employees on internships or work study contracts to senior

employees;

Recommendation no. 15

●

integration of new profiles with qualifications in sectors

Through its rules of good governance and corporate

responsibility commitments, Axway’s seeks to maintain

diversity in its internal teams and its business relations, despite

an increased lack of male/female parity in the software

industry impacting recruitment of female talent.

adjacent to IT to favour innovation.

Diversity programmes are steered by Axway’s operating and

CSR system and monitored and sponsored by the Chief

Executive Officer, with the involvement of the Human

Resources Director, who is

a member of the Executive

Committee. They are reviewed by the Board of Directors,

through the Appointments, Governance and Corporate

Responsibility Committee (previously the Appointments, Ethics

and Governance Committee).

Compensation and benefits

4.4

4.4.1 Compensation components paid or awarded to executive officers

in respect of the year ended 31 December 2021

The following developments, which form an integral part of the

Board of Directors’ report on corporate governance, are

presented in accordance with Article L. 22-10-9 of the French

Commercial Code.

below and the compensation components paid or awarded to

executive officers.

This Section presents, for each company officer, the

compensation components paid or awarded in respect of the

previous fiscal year, in accordance with the compensation

policy approved by the Company’s Combined General Meeting

of 25 May 2021.

Pursuant to the provisions of Article L. 22-10-34 II and III of the

French Commercial Code, shareholders will be asked to

approve the compensation of company officers presented

4.4.1.1

Compensation components paid or awarded to directors in respect of their duties

for the year ended 31 December 2021

The Company’s Combined General Meeting of 25 May 2021, in the 6^thresolution, decided to grant directors compensation referred

to in Article L. 22-10-14 of the French Commercial Code of €330,000 for the year ended 31 December 2021.

The following table presents the compensation paid to directors for their duties in respect of the past three fiscal years.

(1) See Chapter 3, Corporate responsibility - NFPS.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 107

Corporate Governance

Compensation and benefits

Summary of compensation referred to in Article L 22-10-14 of the French Commercial Code and other compensation

received by company officers for their duties within Axway

Amounts due in fiscal year 2021*

Company officer

Amounts due in fiscal year 2020* Amounts due in fiscal year 2019*

Pierre Pasquier

Compensation⁽¹⁾

19,028

18,996

33,460

28,654

28,702

21,908

18,996

23,801

23,849

23,801

18,996

22,192

20,663

Other compensation

Hervé Saint-Sauveur

Compensation⁽¹⁾

33,725

28,733

28,595

23,880

18,196

19,692

24,019

23,880

24,019

19,166

24,019

32,927

Other compensation

Hervé Déchelette

Compensation⁽¹⁾

34,386

Other compensation

Pascal Imbert

Compensation⁽¹⁾

30,565

Other compensation

Kathleen Clark Bracco

Compensation⁽¹⁾

28,154

Other compensation

Pierre-Yves Commanay

Compensation⁽¹⁾

22,594

Other compensation

Nicole-Claude Duplessix

Compensation⁽¹⁾

13,735

Other compensation

Véronique de la Bachelerie

Compensation⁽¹⁾

23,790

Other compensation

Michael Gollner

Compensation⁽¹⁾

17,748

Other compensation

Yves de Talhouët

Compensation⁽¹⁾

19,675

Other compensation

Yann Metz-Pasquier

Compensation⁽¹⁾

25,074

Other compensation

Emma Fernandez

Compensation⁽¹⁾

23,077

Other compensation

Helen Louise Heslop

Compensation⁽¹⁾

22,506

Other compensation

Marie-Hélène Rigal-Drogerys

Compensation⁽¹⁾

14,313

14,143

15,106

Other compensation

Total

330,000

The amounts stated in this table are gross amounts in euros.

(1) Compensation referred to in Article L.22-10-4 of the French Commercial Code.

There are currently no service agreements or employment

contracts between the Company and the directors.

as Chairman of the Board of Directors are presented below, the

directors do not receive any compensation from the Company

for their duties, other than the compensation referred to in

Article L. 22-10-14 of the French Commercial Code.

With the exception of Pierre Pasquier, Chairman of the Board

of Directors, whose compensation components for his duties

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Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Compensation and benefits

4.4.1.2

Compensation components paid or awarded to the Chairman of the Board

of Directors in respect of his duties for the year ended 31 December 2021

The fixed, variable and exceptional components of total compensation and benefits in kind paid or granted in the past year to Pierre

Pasquier, Chairman of the Board of Directors, for his term of office, determined in accordance with the compensation principles and

criteria approved by the General Meeting of 25 May 2021 are as follows:

Compensation paid or granted during the year

then ended

Amounts or accounting

valuation submitted

to vote

Presentation

Fixed compensation was determined based on the work and

challenges addressed by the Chairman of the Board of Directors, in

the context of his duties in Axway Software.

€138,000

(Gross amount paid)

Fixed compensation

Variable compensation

Not applicable

Compensation referred to in Article L. 22-10-14 of the French

Commercial Code is calculated in accordance with the compensation

policy applicable to directors.

Compensation referred to in Article L. 22-10-14

of the French Commercial Code

€19,028

Benefits in kind

Not applicable

4.4.1.3

Compensation components paid or awarded to the Chief Executive Officer in respect

of his duties for the year ended 31 December 2021

The fixed, variable and exceptional components of total compensation and benefits in kind paid during the past year or awarded in

respect of this same year to Patrick Donovan, Chief Executive Officer, for his term of office, determined in accordance with the

compensation principles and criteria approved by the General Meeting of 25 May 2021 are as follows:

Compensation paid or granted during the year

then ended

Amounts or accounting

valuation submitted

to vote

Presentation

€465,022

Fixed compensation

(Gross amount paid)

Variable compensation is based on qualitative criteria:

●

40% based on organic growth. This percentage may be increased

to 80% in the event of notable outperformance;

40% based on Axway profit on operating activities. This percentage

●

may be increased to 80% in the event of notable outperformance.

and qualitative criteria:

●

10% based on the employee engagement indicator; and

10% based on the NPS customer satisfaction indicator.

●

The application of these criteria would lead to the payment of variable

compensation of €255,762, representing 55% of variable

€113,465

compensation objectives attained, with the quantitative criteria

(Gross amount to be paid attained 51.3% and the qualitative criteria attained 70% .

after approval by General However, at the request of the Chief Executive, with regard to the

Meeting)

disappointing organic growth and in line with the variable

(including, where

necessary, the deferred

portion of this

compensation awarded to members of the Executive Committee, the

Board of Directors decided to reduce the variable compensation

awarded to the Chief Executive Officer in respect of 2021 to

€113,465, i.e. 24.4% of variable compensation objectives attained.

Annual variable compensation

compensation)

30,000 performance share rights (representing potentially 0.14% of

the Company’s share capital), subject to the effective presence of the

Chief Executive Officer and certain criteria based on the combination

of organic revenue growth and operating profitability and growth in

Amplify API revenue. This grant was performed pursuant to the

33^rdresolution adopted by the Combined General Meeting of 5 June

2019.

Shares = €804,000

(Accounting valuation)

Free share grant

No indemnities are

payable in respect of the

fiscal year

Severance pay and indemnities for a change in

duties

Benefits in kind

Not applicable

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 109

Corporate Governance

Compensation and benefits

4.4.1.4

Summary of compensation received by executive officers in respect of recent fiscal

years

In accordance with position-recommendation 2014-14 amended on 25 July 2019 and the recommendations of the new Middlenext

Code of Corporate Governance, the table below shows the compensation received by the Chairman of the Board of Directors, Pierre

Pasquier, and the Axway Group Chief Executive Officer for the past three fiscal years:

Summary of compensation, stock options and shares awarded to each executive officer in Axway

2021

2020

2019

(gross amounts in euros)

Pierre Pasquier

Compensation payable in respect of the fiscal year

Valuation of multi-year variable compensation awarded during the fiscal year

Valuation of options awarded during the fiscal year

Valuation of free shares granted

157,028

156,996

158,663

Patrick Donovan

Compensation payable in respect of the fiscal year

Valuation of multi-year variable compensation awarded during the fiscal year

Valuation of options awarded during the fiscal year

Valuation of free shares granted during the fiscal year

Free shares granted under the Free Share Grant Plan (number of shares)

578,487

989,056

611,089

804,000

30,000

1,950,000

100,000

1,310,000

100,000

Summary of the compensation received by each executive officer in respect of their duties in Axway

2021

2020

Amount due

Amount paid

(gross amounts in euros)

Pierre Pasquier

Fixed compensation⁽¹⁾

Variable compensation

Multi-year variable compensation

Exceptional compensation

138,000

Compensation referred to in Article L. 22-10-14 of the French Commercial

Code⁽¹⁾

19,028

18,996

20,663

Value of benefits in kind

Total

157,028

156,996

158,663

Patrick Donovan

Fixed compensation⁽²⁾

Variable compensation⁽²⁾⁽³⁾

Multi-year variable compensation

Exceptional compensation

465,022

481,527

481,529

113,465

490,133

507,529

235,911

Compensation referred to in Article L. 22-10-14 of the French Commercial

Code

Value of benefits in kind

Total

578,487

955,155

989,056

717,440

(1) Fixed compensation and compensation referred to in Article L. 22-10-14 of the French Commercial Code are paid by Axway Software.

(2) Fixed and variable compensation and benefits in kind are paid by Axway Inc., in US dollars. The exchange rate used for this table at 31 December 2021

was €1 = $1.18274 and the rate applied at 31 December 2020 was €1 = $1.1422.

(3) Variable compensation is 80% dependent on quantitative criteria and 20% dependent on qualitative criteria. The criteria applied to determine the

amount of variable compensation based on qualitative criteria are organic growth and Group operating profit. The attainment levels for each of these

quantitative and qualitative criteria have been precisely determined, however they cannot be disclosed due to confidentiality reasons.

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Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Compensation and benefits

Pierre Pasquier, Chairman and Chief Executive Officer of Sopra

GMT, Axway Software’s holding company, received from this

company fixed compensation of €130,000 in respect of his

duties, in addition to compensation referred to in

Article L. 22-10-14 of the French Commercial Code in respect

of his office of €14,400 for 2021. This compensation is not

reinvoiced to the Company. Furthermore, as stated in the Sopra

Steria Group Universal Registration Document, he also received

fixed compensation of €500,000 as Chairman of the Board of

Directors of this company and compensation referred to in

Article L. 22-10-14 of the French Commercial Code in respect

of his office of €27,192 for 2021.

Stock options awarded to each executive officer

by the issuer and by all Axway companies during

the fiscal year

During the fiscal year ended 31 December 2021, no stock

options were granted to executive officers.

Stock options exercised during the fiscal year

by each executive officer

No stock options granted to executive officers were exercised

during the fiscal year ended 31 December 2021. Prior to his

appointment, the Company’s current Chief Executive Officer,

Patrick Donovan, was the Group’s Chief Financial Officer and,

as such, was granted subscription options as part of the stock

option plans allocated to key executives.

Share subscription options awarded to company

officers since their appointment

The company officers did not receive stock options when the

different plans were set up.

Past free share grants

2021 Plan

2020 Plan

2019 Plan

LTI

LTI EXECUTIVE

WORLDWIDE

LTI FOCUS

05/06/2019

27/07/2021

LTI BEYOND

05/06/2019

27/07/2020

LTI AOA

05/06/2019

24/07/2019

COMMITTEE FREE SHARES

Date of General Meeting

06/06/2018

16/01/2019

06/06/2018

20/02/2019

Date of Board of Directors’ meeting

Total number of free shares granted,

of which to:

240,000

295,000

325,000

75,000

363,800

●

Patrick Donovan, Chief Executive Officer

30,000

100,000

N/A

200

16 January

2022

28 February

2022

Share vesting date

31 March 2024 31 March 2023 15 March 2022

30% of shares 30% of shares 30% of shares

to be held until to be held until to be held until

cessation of

duties

cessation of

duties

cessation of

duties

Lock-in period end date

Number of shares vested at […] (most recent date)

Cumulative number of shares cancelled or lapsed

Number of free shares remaining at the reporting date

N/A

200

30,000

100,000

4.4.2 Compensation policy

The following developments, which form an integral part of the

Board of Directors’ report on corporate governance, are

presented in accordance with Articles L. 22-10-8 and

R. 225-29-1 of the French Commercial Code.

4.4.2.1

Components of the compensation

policy applicable to all company

officers

The company officer compensation policy is set by the Board

of Directors. It reviews the compensation system annually to

verify it matches the Group’s needs. It is assisted by the

Compensation Committee which prepares its decisions. The

Committee holds several preparatory meetings during the final

quarter of the preceding fiscal year and the first quarter of the

current fiscal year. The Committee then presents its

recommendations to the Board of Directors which debates

them and makes a decision.

Pursuant to Article L. 22-10-8, shareholders will be asked to

approve the compensation policy for company officers

described below.

The company officer compensation policy is approved by the

Board of Directors of the Company in accordance with

prevailing legal provisions and the Middlenext Code.

Measures aimed at avoiding and managing conflicts of interest

are set out in the Board of Directors’ internal regulations.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 111

Corporate Governance

Compensation and benefits

●

The Board of Directors ensures that the compensation policy is

consistent with the Company’s interests and contributes to its

commercial strategy and long-term success. It sets strict

performance conditions for the variable compensation and

share-based compensation of the Chief Executive Officer,

based on financial and non-financial objectives, where

appropriate, in conjunction with the Group’s strategy. The

Company’s quantified objectives, identified during the

examination of the budget, are taken into account when setting

quantitative objectives.

Appointments, Governance and Corporate Responsibility

Committee: 10%,

●

Compensation Committee: 10%,

the attendance of the Committee Chairman at a Committee

meeting counts double.

Pursuant to the provisions of Article L. 22-10-14 of the French

Commercial Code, the total compensation payable to directors

is set by Ordinary General Meeting, on the proposal of the

Board of Directors.

The Board of Directors also takes account of the salary policy

decided by the Group and decisions concerning the fixed and

variable compensation of Executive Committee members. It

considers, where appropriate, employee share ownership or

long-term incentive measures for all employees or

management of the Company and its subsidiaries and sets the

presence and performance conditions.

The Board of Directors proposed a compensation amount

pursuant to Article L. 22-10-14 of the French Commercial Code

of €330,000 for the year ended 31 December 2022, unchanged

on the previous year.

4.4.2.3

Compensation policy for executive

officers

The Board determines the quantitative criteria to be taken into

account for variable and share-based compensation (at the

recommendation of the Compensation Committee), as well as

any qualitative criteria, where applicable. It ensures the precise

definition of criteria. For the quantitative criteria, it generally

sets a threshold below which variable compensation is not

paid, a target enabling the payment of 100% of the planned

compensation for the criteria and a cap where this amount can

be exceeded. Performance is assessed by comparing actual

Executive officer compensation is reviewed annually by the

Board of Directors, based on the recommendations of the

Compensation Committee which notably take account of:

●

the principles detailed in the Middlenext Code, that is

completeness, balance between compensation components,

benchmarks, consistency, clear rules, restraint and

transparency;

●

the experience and expertise of the executive officer;

results

with

the

objective,

broken

down

●

the duties and responsibilities associated with the position;

threshold-target-cap.

●

the compensation of other Company senior executives;

At the beginning of the year, the Compensation Committee

notes the rate of attainment of quantitative objectives for the

previous year and assesses the attainment of qualitative

objectives. To this end, it interviews the Chairman of the Board

of Directors and familiarises itself with any information that

could assist this assessment.

●

market practice;

●

Company interest;

●

strategy and long-term success of the Group.

The annual review policy affords a greater understanding of

the challenges faced by an industry sector that is undergoing

constant change and is characterised by its extremely high

level of seasonality.

4.4.2.2

Compensation policy for the Board

of Directors

There is no specific supplementary retirement scheme for

senior executives outside the common law system.

Pursuant to recommendation R.12 of the Middlenext Code and

Article 10 of the Board of Directors’ internal regulations, the

allocation of compensation referred to in Article L. 22-10-14 of

the French Commercial Code is approved by the Board of

Directors, on the proposal of the Compensation Committee,

and takes into account:

a. Compensation policy for the Chairman

of the Board of Directors

The compensation of the Chairman of the Board of Directors is

determined each year by the Board of Directors, based on the

recommendations of the Compensation Committee, and

essentially comprises fixed compensation in addition to his

compensation for his duties of director.

●

attendance at Board of Directors’ meetings;

●

the time devoted to their role, including attendance at

Committee meetings.

The Board of Directors’ meeting of 27 January 2022 decided

not to propose a change to the compensation policy of the

Chairman of the Board of Directors.

Allocation of compensation for fiscal year 2022 is as follows:

●

allocation of total compensation between the Committees

and the Board of Directors as follows:

●

Board of Directors: 60%,

●

Audit Committee: 20%,

112

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Compensation and benefits

Fiscal year 2022 and beyond

Compensation components

Determined by the Board of Directors at the recommendation of the

Compensation Committee

Annual fixed compensation

Annual variable compensation

Deferred variable compensation

Multi-year variable compensation

Not applicable

Deferral period, ability to request repayment of variable compensation

Applicable, at the decision of the Board of Directors, subject to very

specific circumstances (separation-IPO of a subsidiary, merger, etc.).

Payment conditional on approval by Ordinary General Meeting and, in all

events, capped at 100% of annual fixed compensation

Exceptional compensation

Other benefits in kind

Not applicable

Stock options, performance shares or any other long-term compensation Not applicable

Compensation referred to in Article L. 22-10-14 of the French Commercial

Code

Application of the directors’ compensation policy

Severance pay/indemnities for a change in duties

Non-compete indemnities

Supplementary pension plan

Not applicable

Given the above and based on the criteria detailed previously

for defining executive officer compensation, the Board of

Directors proposes the retention of Pierre Pasquier’s

compensation for fiscal year 2022 at the level set since fiscal

year 2018, that is fixed gross compensation of €138,000.

recommendation of the Compensation Committee, in

accordance with the compensation policy detailed above.

b. Compensation policy for the Chief Executive

Officer

The compensation of the Chief Executive Officer is determined

each year by the Board of Directors, based on the

recommendations of the Compensation Committee.

In the event of appointment of a new Chairman, the Board of

Directors will determine his or her compensation, at the

Fiscal year 2022 and beyond

Compensation components

Comment

Determined by the Board of Directors at the recommendation of the

Compensation Committee (based, notably, on responsibilities exercised,

experience, external and internal comparisons)

Annual fixed compensation

Amount: 100% of 2022 fixed compensation if objectives are attained and

up to 170% of fixed compensation in the event of notable outperformance,

conditional on the attainment of:

●

quantitative criteria:

●

70% based on the combination of organic growth and operating

profitability. This percentage may be increased to 140% in the

event of notable outperformance;

non-financial performance criteria:

●

5% based on the employee engagement indicator;

5% based on the NPS customer satisfaction indicator;

5% based on the drafting of a plan to achieve carbon neutrality ;

●

a strategic qualitative criteria:

15% based on refocusing the product portfolio on profitable and/or

growing business offerings.

Precise 2022 objectives were set by the Board of Directors for these

criteria but attainment levels are not published for confidentiality reasons.

The attainment of the quantitative and qualitative criteria is examined by

the Board of Directors’ meeting adopting the financial statements for the

previous fiscal year, at the recommendation of the Compensation

Committee.

●

Annual variable compensation

Deferred variable compensation

Not applicable

Multi-year variable compensation

Deferral period, ability to request repayment of variable compensation

Applicable, at the decision of the Board of Directors, in the event of very

specific circumstances (separation-IPO of a subsidiary, merger, etc.)

Payment conditional on approval by Ordinary General Meeting and, in all

events, capped at 100% of annual fixed compensation.

Exceptional compensation

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 113

Corporate Governance

Compensation and benefits

Compensation components

Comment

Eligible for long-term incentive plans implemented for Axway

management.

These plans include a condition of presence throughout the duration of

the plan and demanding performance conditions.

Vesting period of two years or more.

Obligation to hold 30% of shares vested under the plan throughout the

term of office.

Stock options, performance shares or any other long-term compensation No guaranteed minimum.

Not applicable (unless appointed to the Company’s Board of Directors.

Compensation referred to in Article L. 22-10-14 of the French Commercial Offices exercised in Axway’s subsidiaries do not give rise to

Code

compensation).

Other benefits in kind

Not applicable

The maximum amount of these indemnities is one year’s fixed and

variable salary. The payment of this severance pay is 50% dependent on

Axway organic growth and 50% dependent on Axway Group operating

profit. These severance payments are only due in the event of the Chief

Executive Officer’s forced departure from the Company. No severance

payments shall be due if (i) the Chief Executive Officer leaves his position

at his own initiative, or (ii) in the event of gross negligence or serious

misconduct, or (iii) in the event of a wrongful act which is unrelated to his

position, or (iv) in the event of the Chief Executive Officer’s departure for

the Sopra Steria Group.

Severance pay/indemnities for a change in duties

Non-compete indemnities

Not applicable

Supplementary pension plan

Company’s interest and necessary to ensure the long-term

success and viability of the Company. This derogation could

be applied if Axway’s results require the suspension of the

normal application of the variable compensation system for

Fixed compensation

Each year, the Board of Directors decides the fixed

compensation of the Chief Executive Officer, based on the

recommendations of the Compensation Committee.

Executive

Committee

members.

The

Compensation

The Board of Directors therefore proposed gross fixed annual

compensation of US$550,000 for the fiscal year ending

31 December 2022, unchanged on fiscal year 2021.

Committee would therefore examine the Chief Executive

Officer’s position and could propose to the Board of Director to

derogate from the compensation policy by deciding an

increase in the variable compensation calculation. This

possibility would be contingent on a two-thirds majority vote

by the Board of Directors. It is recalled that this derogation

would be subject to the ex post approval of shareholders at the

next General Meeting.

Variable compensation

Each year, the Board of Directors decides the variable

compensation of the Chief Executive Officer, based on the

recommendations of the Compensation Committee.

This compensation seeks to align the Chief Executive Officer’s

compensation with Axway’s annual performance and promote

the implementation of its strategy.

Stock options, performance shares or any other

long-term compensation

It was proposed that the Chief Executive Officer benefit from

the incentive schemes set up by Axway, regardless of the

incentive vehicle used. Hence, the schemes may be

performance share plans, free share plans or any other vehicle

designed to build management loyalty in the medium and long

term. This compensation is in the Company’s interest and

contributes to its commercial strategy and the long-term

success.

Gross variable compensation for the fiscal year ending

31 December 2022, if objectives are attained, would be

US$550,000, unchanged on fiscal year 2021.

The split between quantitative and qualitative criteria (90% and

10% in 2020 and then 80% and 20% in 2021) was changed to

70% and 30%, respectively, in 2022. This seeks to give greater

weight to qualitative criteria tied to the long-term performance

of the Company, including two criteria tied to the employee

section and the environmental section of the CSR policy.

The decision to grant stock options and/or free shares to the

Chief Executive Officer will be decided within the limits set by

the authorisation granted by the General Meeting and the

conditions set by prevailing legal provisions and the

Middlenext Code to which the Company refers.

In exceptional circumstances (e.g. an exogenous shock), the

Board of Directors may derogate from application of the

compensation policy if this derogation is temporary, in the

114

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Compensation and benefits

The Chief Executive Officer cannot be granted stock options or

free shares at the time of his departure.

recommendation of the Compensation Committee, in

accordance with the compensation policy detailed above.

Share-based compensation contributes to aligning the

interests of the Chief Executive Officer with those of

shareholders and providing a long-term perspective.

The payment of variable compensation granted to the Chief

Executive Officer is subject to approval by the Ordinary General

Meeting of the compensation components paid to the Chief

Executive Officer during the previous fiscal year or awarded in

respect of this same fiscal year (ex post vote).

In the event of the appointment of a new Chief Executive

Officer or a new Deputy Chief Executive Officer, the Board of

Directors will determine his/her/their compensation, at the

4.4.3 Equity ratio

2021

2020

2019

2018

2017

Chairman of the Board of Directors

Compensation of the Chairman of the Board of Directors

(in euros)

138,000

1.6

138,000

1.7

138,000

1.7

138,000

1.7

138,000

1.8

Ratio with average compensation (World)

Ratio with median compensation (World)

French minimum wage (annual – in euros)

Chief Executive Officer

2.0

2.1

2.2

7.2

Compensation of the Chief Executive Officer (in euros)

Ratio with average compensation (World)

Ratio with median compensation (World)

French minimum wage (annual – in euros)

Employees

930,044

11.0

963,054

11.6

675,320

8.3

640,162

7.9

1,109,997

13.6

14.4

10.4

48.8

Average compensation (excluding company officers - World)

(in euros)

84,491

82,700

66,441

81,223

64,648

80,276

63,803

78,742

61,413

Median compensation (excluding company officers - World)

(in euros)

68,286

19,074

French minimum wage (annual – in euros)

Performance criteria (in millions of euros)

(Revenue)

286

297

300

283.8

18.2

299.8

27.7

(Operating profit/(loss))

32.9

30.8

14.3

The equity ratios are prepared based on fixed and theoretical

variable amounts, determined at 31 December of the relevant

year for each of the past five years:

calculations. Compensation amounts were restated on a

full-time equivalent basis. The position of Chief Executive

Officer was held by two different individuals during the

five-year calculation period, both of whom were based and

paid in the United States. This is also the case for the current

Chief Executive Officer. All the Chief Executive Officers were

paid in US dollars. Compensation amounts are presented in

the table in euros. Euro/dollar exchange rates at 31

December of each year (as presented in the relevant

reference documents or Universal Registration Documents)

were applied in preparing the table:

●

for employees, all employees present in the workforce at 31

December of the relevant year and holding a permanent

employment contract were included in the calculations.

Compensation amounts were restated on

a full-time

equivalent basis. As Axway has a strong international culture

with employees present in 18 countries, the decision was

made to retain the scope of the Company and its

subsidiaries when examining this ratio;

●

at 31 December 2017, €1 = $1.12703,

●

for the Chairman of the Board of Directors, account was

taken of fixed compensation amounts;

●

at 31 December 2018, €1 = $1.18095,

●

at 31 December 2019, €1 = $1.11947,

for the Chief Executive Officer, fixed and theoretical variable

compensation amounts at 31 December of the relevant year,

published annually in the relevant Registration Documents or

Universal Registration Documents were included in the

●

at 31 December 2020. €1 = $1.1422,

●

at 31 December 2021 €1 = $1.18274.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 115

Corporate Governance

Compensation and benefits

4.4.4 Description of free share grants

• the shares vested will be existing shares held by the

Company at the end of the vesting period and/or shares

that have been newly created.

I. Free shares granted during the fiscal

year ended 31 December 2019

During the course of the fiscal year ended 31 December 2019,

three free performance share grant plans, the features of which

are detailed below, were set-up by the Company.

b. Free share grant plan for Worldwide employees

The Board meeting of 20 February 2019, in application of the

aforementioned resolution, set the conditions and criteria for

the grant of free shares under a second Plan involving 363,800

performance shares (the LTI Worldwide 2019 Plan). The main

characteristics of this plan are as follows:

The Combined General Meeting of 6 June 2018, in its

17^thresolution, and after having reviewed the Board of

Directors’ report and the Statutory Auditors’ special report, and

pursuant to Articles L. 225-197-1 et seq. of the French

Commercial Code:

●

a free grant of a total of 363,800 performance shares in

favour of employees and the Chief Executive Officer of the

Company subject to meeting the various conditions detailed

below, it being specified that at 20 February 2019, the date

of free grant of the performance shares, the value of the

Company’s share was €12.67 per share. This grant will only

be finalised if all of the conditions have been fulfilled at the

end of the vesting period:

1. authorised the Board of Directors to grant free performance

shares, on one or more occasions, at its choice, either existing

shares of the Company or shares to be issued, to qualifying

employees or company officers (within the meaning of

Article L. 225-197-1 of the French Commercial Code) of the

Company and of companies and economic interest groups

affiliated with the Company pursuant to the conditions defined

in Article L. 225-197-2 of the French Commercial Code, or to

certain categories of such employees or officers;

●

the LTI Worldwide Plan has a vesting period of three (3)

years for employees and the Chief Executive Officer.

Subject to fulfilment of the cumulative conditions detailed

below, the shares will vest to each beneficiary at the end

of this three (3) year period,

2. resolved that the total number of shares awarded, whether

they consisted of existing shares or shares to be issued, could

not exceed 4% of the Company’s share capital on the date of

the Board of Directors’ grant decision, not taking into account

the number of shares to be issued, if applicable, pursuant to

the adjustments required to preserve the rights of the

beneficiaries of free share grants.

– presence condition:

• each beneficiary must, throughout the vesting period

and at 31 December 2021, be an employee or executive

officer within the meaning of Article L. 225-197-1-II of

the French Commercial Code or retired from the

Company or the companies or economic interest groups

affiliated with the Company within the meaning of

Article L. 225-197-2 of the French Commercial Code,

a. Free share grant plan for Executive Committee

members

The Board meeting of 16 January 2019, pursuant to the

aforementioned General Meeting, set the conditions and

criteria for the grant of free shares under a Plan involving

75,000 performance shares (the LTI ExCom 2019 Plan). The

main characteristics of this plan are as follows:

• the shares vested will be existing shares held by the

Company and/or shares that have been newly created,

• this free grant of performance shares is open to all

employees, including the Chief Executive Officer.

Accordingly, an incentive bonus was paid to employees

in order to comply with the laws and regulations in force

and, in particular, Article L. 22-10-60 of the French

Commercial Code.

●

a free grant of a total of 75,000 rights to performance shares

in favour of employees of the Company within the meaning

of Article L. 225-197-1 of the French Commercial Code

subject to meeting the various conditions detailed below, it

being specified that at 16 January 2019, the date of free

grant of the performance shares, the value of the Company’s

share was €11.50 per share. This grant will only be finalised

if all of the conditions have been fulfilled at the end of the

vesting period:

c. LTI AOA free share grant plan

The Board meeting of 5 June 2019, pursuant to the

authorisation granted by the Combined General Meeting of

5 June 2019 in its thirty-third resolution, set the conditions and

criteria for the grant of free shares under a third Plan involving

325,000 performance shares (the LTI AOA 2019 Plan). The

main characteristics of this plan are as follows:

●

this LTI ExCom plan is implemented over a period of three

(3) years for employees. Subject to fulfilment of the

cumulative conditions detailed below, the shares will vest

to each employee beneficiary at the end of this three (3)

year period,

●

a free grant of a total of 325,000 rights to performance

shares in favour of employees and the Chief Executive

Officer of the Company within the meaning of

Article L. 225-197-1-II of the French Commercial Code

subject to meeting the various conditions detailed below, it

being specified that at 24 July 2019, the date of free grant of

the performance shares, the value of the Company’s share

was €13.10 per share. This grant will only be finalised if all of

the conditions have been fulfilled at the end of the vesting

period:

– presence conditions:

• each beneficiary must, throughout the vesting period, be

an employee within the meaning of Article L. 225-197-1

of the French Commercial Code or retired from the

Company or the companies or economic interest groups

affiliated with the Company within the meaning of

Article L. 225-197-2 of the French Commercial Code,

116

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Compensation and benefits

●

the LTI AOA free share plan has a vesting period of three

(3) years for employees and the Chief Executive Officer.

Subject to fulfilment of the cumulative conditions detailed

below, the shares will vest to each beneficiary at the end

of this three (3) year period,

decided that this authorisation cannot confer entitlement to

a number of shares representing more than 4% of the

Company’s share capital (assessed at the date of the Board

of Directors grant decision), it being specified that, where

applicable, this number shall be increased by the additional

amount of shares to be issued to preserve, in accordance

with the law or any other applicable contractual agreement,

the rights of holders of securities granting access to the

Company’s share capital.

– presence condition:

• each beneficiary must, throughout the vesting period, be

an employee or company officer within the meaning of

Article L. 225-197-1 of the French Commercial Code or

retired from the Company or the companies or

economic interest groups affiliated with the Company

within the meaning of Article L. 225-197-2 of the French

Commercial Code,

LTI Beyond free share grant plan

The Board meeting of 27 July 2020, in application of the

aforementioned resolution, set the conditions and criteria for

the grant of free shares under a Plan involving 295,000

performance shares (the LTI Beyond 2020 Plan). The main

characteristics of this plan are as follows:

– performance condition:

• the performance condition as defined in the plan will

determine the number of performance shares that vest

to the beneficiary based on the performance criteria

assessed over three consecutive fiscal years,

●

a free grant of a total of 295,000 rights to performance

shares in favour of employees and the Chief Executive

Officer of the Company subject to meeting the various

conditions detailed below, it being specified that at 27 July

2020, the date of free grant of the performance shares, the

value of the Company’s share was €19.50 per share. This

grant will only be finalised if all of the conditions have been

fulfilled at the end of the vesting period:

• for the AOA Plan, it is based on organic growth in the

amount of Company signatures and profit on operating

activities;

– guaranteed minimum (non-applicable to the Chief

Executive Officer):

• each plan beneficiary will obtain annually, regardless of

the final results of the performance conditions for the

year in question, at least 50% of performance shares. If,

at the end of the year in question, over 50% of the

performance conditions are fulfilled, the plan beneficiary

will be granted the higher number of performance

shares. Performance shares will only vest if the

following two conditions are met (i) the vesting period

has expired and (ii) the presence condition is satisfied;

●

the vesting period of the LTI Beyond free share plan is

implemented over period of three (3) years for

employees and the Chief Executive Officer. Subject to

fulfilment of the cumulative conditions detailed below, the

shares will vest to each beneficiary at the end of this three

(3) year period,

– presence condition:

• each beneficiary must, throughout the vesting period for

these rights to the free grant of performance shares, be

an employee or executive officer within the meaning of

Article L. 225-197-1-II of the French Commercial Code or

retired from the Company or the companies or

economic interest groups affiliated with the Company

within the meaning of Article L. 225-197-2 of the French

Commercial Code;

●

the shares vested will be existing shares held by the

Company at the end of the rights vesting period and/or

shares that have been newly created,

this free grant of performance shares is open to all

employees, including the Chief Executive Officer.

Accordingly, an incentive bonus was paid to employees in

order to comply with the laws and regulations in force and, in

particular, Article L. 22-10-60 of the French Commercial

Code.

– performance condition:

• the performance condition as defined in the plan will

determine the number of performance shares that vest

to the beneficiary based on the performance criteria

assessed over three consecutive fiscal years,

II. Free shares granted during the fiscal

year ended 31 December 2020

The Combined General Meeting of 5 June 2019 in its

thirty-third extraordinary resolution:

• for the Beyond Plan, it is based on the organic growth in

the amount of Company signatures and profit on

operating activities;

– guaranteed minimum (non-applicable to the Chief

Executive Officer):

●

authorised the Board of Directors to perform free grants, on

one or more occasions, at its choice, of either existing

shares of the Company or shares to be issued, to qualifying

employees or company officers (within the meaning of

Article L. 225-197-1 II, paragraph 1 of the French Commercial

Code) of the Company and of companies and economic

interest groups affiliated with the Company pursuant to the

conditions defined in Article L. 225-197-2 of the French

Commercial Code, or to certain categories of such

employees or officers;

• each plan beneficiary will obtain annually, regardless of

the final results of the performance conditions for the

year in question, at least 50% of performance shares. If,

at the end of the year in question, over 50% of the

performance conditions are fulfilled, the plan beneficiary

will be granted the higher number of performance

shares. Performance shares are only deemed to have

vested if the following two conditions are met (i) the

vesting period has expired and (ii) the presence

condition is satisfied,

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 117

Corporate Governance

Compensation and benefits

– the shares delivered will be existing shares held by the

Company at the end of the vesting period and/or shares

that have been newly created at the latest at the end of the

vesting period,

retired from the Company or the companies or

economic interest groups affiliated with the Company

within the meaning of Article L. 225-197-2 of the French

Commercial Code;

– this free grant of performance shares is open to all

employees, including the Chief Executive Officer.

Accordingly, an incentive bonus was paid to employees in

order to comply with the laws and regulations in force and,

in particular, Article L. 225-197-6 of the French

Commercial Code.

– performance condition:

• the performance condition as defined in the plan will

determine the number of performance shares that vest

to the beneficiary based on the performance criteria

assessed over three consecutive fiscal years,

• for the Focus plan, it is based on organic growth in

revenue, the profit margin and growth in the Company’s

“Amplify API” revenue;

III. Free shares granted during the fiscal

year ended 31 December 2021

– guaranteed minimum (non-applicable to the Chief

Executive Officer):

LTI Focus free share grant plan

• each plan beneficiary will obtain annually, regardless of

the final results of the performance conditions for the

year in question, at least 50% of performance shares. If,

at the end of the year in question, over 50% of the

performance conditions are fulfilled, the plan beneficiary

will be granted the higher number of performance

shares. Performance shares are only deemed to have

vested if the following two conditions are met (i) the

vesting period has expired and (ii) the presence

condition is satisfied,

The Board meeting of 27 July 2021, in application of the

aforementioned resolution, set the conditions and criteria for

the grant of free shares under a Plan involving 240,000

performance shares (the LTI Focus Plan). The main

characteristics of this plan are as follows:

●

a free grant of a total of 240,000 rights to performance

shares in favour of employees and the Chief Executive

Officer of the Company subject to meeting the various

conditions detailed below, it being specified that at 27 July

2021, the date of free grant of the performance shares, the

value of the Company’s share was €26.80 per share. This

grant will only be finalised if all of the conditions have been

fulfilled at the end of the vesting period:

●

the shares delivered will be existing shares held by the

Company at the end of the vesting period and/or shares that

have been newly created at the latest at the end of the

vesting period,

●

the LTI Focus free share plan has a vesting period of three

●

this free share grant is open to all employees, including the

Chief Executive Officer. Accordingly, an incentive bonus was

paid to employees in order to comply with the laws and

regulations in force and, in particular, Article L. 2210-60 of

the French Commercial Code.

(3) years for employees and the Chief Executive Officer.

Subject to fulfilment of the cumulative conditions detailed

below, the shares will vest to each beneficiary at the end

of this three (3) year period,

– presence condition:

During the fiscal year ended 31 December 2021, the Company

and its affiliates did not set up any new share subscription

option plans. In addition, Plan no. 1 of 18 November 2011 and

its amendment of 28 March 2013 expired at the end of the

fiscal year.

• each beneficiary must, throughout the vesting period for

these rights to the free grant of performance shares, be

an employee or executive officer within the meaning of

Article L. 225-197-1-II of the French Commercial Code or

In addition to free share grants, the following tables indicate options exercised during the year by executive officers and the top 10

employees that are not company officers.

Stock options exercised during the fiscal year by each executive officer

Number of options

exercised during the

Name of executive officer

Patrick Donovan

Total

Plan no. and date

fiscal year

Exercise price

n/a

Total number

of options

granted/shares

subscribed

Weighted

average price

(in euros)

Stock options granted to the top 10 employees (non-company officers)

and options exercised by them

or purchased

Plan no. 1

Plan no. 2

Options granted during the fiscal year by the issuer and any company within

the option grant scope to the 10 employees of the issuer, and of any

company within this scope, who received the highest number of options

granted (aggregate information)

n/a

Options held on the issuer and the companies referred to above, exercised

during the fiscal year by the 10 employees of the issuer and these

companies, who purchased or subscribed the highest number of options.

(aggregate information)

55,250

28.40

44,000

11,250

118

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Consolidated

financial statements

AFR

5.1 Consolidated income statement

120

5.2 Statement of comprehensive income

121

122

123

124

125

173

5.3 Consolidated statement of financial position

5.4 Consolidated statement of changes in equity

5.5 Consolidated statement of cash flows

5.6 Notes to the consolidated financial statements

5.7 Statutory Auditors’ report on the consolidated financial statements

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 119

Consolidated financial statements

Consolidated income statement

5.1

2021

285,548

-180,629

-60,144

-3,291

-10,748

2,173

Notes

4.1

2020

297,234

-189,891

-63,260

-2,626

-12,660

2,051

2019

299,962

-187,934

-74,409

-1,645

-12,997

2,947

(in thousands of euros)

Revenue

Employee costs

5.1

External expenses

4.2

Taxes and duties

Depreciation and amortisation, provisions and impairment

Other current operating income and expenses

Profit on operating activities

as % of revenue

4.3

32,908

11.5%

-4,352

-8,626

19,930

7.0%

30,847

10.4%

-5,067

-8,162

17,618

5.9%

25,924

8.6%

Share-based payment expense

Amortisation of allocated intangible assets

Profit from recurring operations

as % of revenue

5.4

4.4

-2,740

-8,605

14,579

4.9%

Other operating income and expenses

Operating profit

4.5

-2,652

17,278

6.1%

-288

17,642

5.9%

14,291

4.8%

as % of revenue

Cost of net financial debt

11.1

11.2

6.1

-1,302

541

-1,413

-2,657

-5,095

8,478

2.9%

-1,551

-564

Other financial income and expense

Income tax expense

-6,913

9,604

3.4%

-6,770

5,406

1.8%

Profit for the year from continuing operations

Profit for the year

as % of revenue

of which share attributable to non-controlling interests

of which share attributable to owners of the Company

-2

9,602

8,476

5,405

Net income per share – attributable to owners of the Company

2021

Notes

13.7

2020

2019

0.25

0.24

(in euros)

Basic earnings per share

Fully diluted earnings per share

0.45

0.43

0.40

0.38

120

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Statement of comprehensive income

5.2

2021

Notes

2020

2019

(in thousands of euros)

Consolidated profit for the year

Other comprehensive income:

Actuarial gains and losses on pension plans

Tax impact

9,604

8,478

5,405

5.3

797

-600

170

-899

285

-216

Sub-total items that will not be reclassified subsequently

to profit or loss

581

-430

-614

Share attributable to non-controlling interests

Exchange differences on translating foreign operations

13.6

18,646

-20,471

2,792

Sub-total items that may not be reclassified subsequently to profit

or loss

18,646

19,227

28,831

-20,471

-20,901

-12,423

2,793

2,179

7,584

Total other comprehensive income net of tax

Total comprehensive income

of which share attributable to non-controlling interests

of which share attributable to owners of the Company

28,830

-12,425

7,583

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 121

Consolidated financial statements

Consolidated statement of financial position

5.3

Assets

31/12/2021

348,326

15,073

Notes

8.1

31/12/2020

330,306

23,356

31/12/2019

349,976

33,912

(in thousands of euros)

Goodwill

Intangible assets

8.3

Property, plant and equipment

Lease right-of-use assets

Financial assets

8.4

14,272

15,421

12,505

9.1

23,545

28,935

23,474

7.1

8,817

8,622

5,089

Deferred tax assets

Non-current assets

Trade receivables

6.4

14,616

16,289

17,724

424,650

105,102

27,806

422,929

88,085

442,679

71,893

7.2

7.3

Other current receivables

Cash and cash equivalents

Current assets

32,167

33,179

11.3

25,355

16,165

21,087

158,263

582,913

136,417

559,346

126,158

568,838

Total assets

Equity and liabilities

31/12/2021

43,267

113,380

205,965

9,602

Notes

31/12/2020

42,702

111,541

192,744

8,476

31/12/2019

42,451

110,976

203,764

5,405

(in thousands of euros)

Share capital

Capital reserves

Consolidated and other reserves

Profit for the year

Equity – share attributable to owners of the Company

Non-controlling interests

Total equity

372,215

355,463

362,596

11.4

9.2

372,220

60,097

27,198

3,870

355,466

37,270

32,162

2,298

362,598

39,201

22,903

488

Financial debt – long-term portion

Lease liabilities – long-term portion

Deferred tax liabilities

6.4

Other non-current liabilities including long-term provisions

Non-current liabilities

7.4

9,772

10,761

82,490

2,942

13,090

75,683

3,452

100,937

1,718

Financial debt – short-term portion

Lease liabilities – short-term portion

Trade accounts payables

Deferred income

11.4

9.2

7.5

7.6

7.7

6,167

5,625

6,809

10,899

55,826

35,145

109,755

210,693

582,913

13,778

54,692

44,353

121,390

203,880

559,346

16,617

60,567

43,112

130,557

206,240

568,838

Other current liabilities

Current liabilities

Total liabilities

Total equity and liabilities

122

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Consolidated statement of changes in equity

5.4

Attributable to:

Reserves and

Other

owners of

non-

Share Capital Treasury consolidated comprehensive

the controlling

Capital reserves shares

profit

184,046

-167

4,405

125

income

25,950

Company

interests

Total

362,598

649

(in thousands of euros)

Equity at 31/12/2019

Capital transactions

-827

362,597

649

251

564

Share-based payments

4,405

238

4,405

238

Transactions in treasury shares

Ordinary dividends

113

Changes in scope of consolidation

Other movements

-16

-0

Transactions with shareholders

Profit for the year

251

564

113

4,347

8,476

5,292

8,476

-20,901

-12,425

355,463

2,121

3,635

-9,217

-8,623

5,292

8,478

-20,901

-12,423

355,466

2,121

3,635

-9,217

-8,623

Other comprehensive income

Total comprehensive income for the year

Equity at 31/12/2020

Capital transactions

-20,901

8,476

196,869

-284

3,635

-110

-8,623

-20,901

-714

5,065

565

1,840

Share-based payments

-9,108

Transactions in treasury shares

Ordinary dividends

Changes in scope

of consolidation

-9

-0

Other movements

Transactions with shareholders

Profit for the year

565

-5,365

9,602

-9

-12,077

9,602

-12,077

9,604

Other comprehensive income

Total comprehensive income for the year

Equity at 31/12/2021

19,227

24,283

19,227

28,830

372,215

19,227

28,831

372,220

9,602

201,106

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 123

42,451

110,976

42,702

111,540

43,267

1,840

-9,108

113,380

-9,822

Consolidated financial statements

Consolidated statement of cash flows

5.5

2021

9,604

20,181

3,731

Notes

2020

8,478

19,940

4,405

2019

5,406

20,484

2,689

(in thousands of euros)

Consolidated net income (including share attributable to non-controlling interests)

Net charges to depreciation, amortisation and provisions

Share-based payment expense

5.4

Gains and losses on disposal

216

Cash from operations after cost of net financial debt and tax

Cost of net financial debt

33,731

1,302

32,838

1,413

28,661

1,551

11.1

6.1

Tax expenses (including deferred tax)

6,913

5,095

6,770

Cash from operations before cost of net financial debt and tax (A)

Tax paid (B)

41,946

-2,780

39,346

-3,516

36,982

-4,127

Changes to operating working capital requirements (including liabilities related to employee

benefits) (C)

12.2

8.3

-26,224

12,941

-2,825

-23,706

12,124

-7,746

-19,250

13,605

-4,550

-2

Net cash from operating activities (D) = (A + B + C)

Purchases of intangible assets and PP&E

Proceeds from disposals of intangible assets and PP&E

Impact of changes in the scope of consolidation

Change in loans and advances grand

8.1

-400

-723

-81

-26

-130

Other cash flows from investing activities

Net cash from (used in) investing activities (E)

Proceeds from the exercise of stock options

Purchases and proceeds from disposal of treasury shares

Dividends paid to shareholders of the parent company

Proceeds from borrowings

246

-2,833

2,026

-9,500

-8,623

60,000

-38,457

-6,680

-590

-8,111

649

-5,159

13.2

13.5

11.4

4.2

-201

-1,164

-8,472

15,000

-18,639

-7,652

-766

Repayment of borrowings

-2,360

-4,444

-657

Change in lease liabilities

Net interest paid (including finance leases)

Other cash flow relating to financing activities

Net cash from (used in) financing activities (F)

Effect of foreign exchange rate changes (G)

Net change in cash and cash equivalents (D + E + F + G)

Opening cash position

-851

-1,550

-23,243

-1,726

664

-7,864

-1,059

-4,911

21,062

16,151

9,047

16,151

25,197

-14,710

35,772

21,062

Closing cash position

11.3

124

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

5.6

Contents

Note 1 Accounting principles

126

Note 8 Property, plant and equipment,

and intangible assets

150

1.1 Basis of preparation

1.2 Application of new standards and interpretations

1.3 Impact of the COVID-19 crisis on the consolidated

financial statements

1.4 Impacts of environmental risks on the consolidated

financial statements

126

8.1 Goodwill

8.2 Impairment tests

8.3 Other intangible assets

8.4 Property, plant and equipment

150

151

154

156

127

128

129

Note 9 Leases

157

1.5 Significant estimates and accounting judgements

1.6 Format and translation of financial statements

9.1 Lease right-of-use asset by category

9.2 Debt maturity of lease liabilities

157

158

Note 2 Methods and scope of consolidation

130

Note 10 Provisions

158

2.1 Consolidation methods

2.2 Principal acquisitions

2.3 Other changes in scope

2.4 Comparability of the financial statements

130

131

10.1 Current and non-current provisions

10.2 Contingent liabilities

158

159

Note 11 Financing and management of financial

risks

Note 3 Segment reporting

131

159

3.1 Revenue by business line

3.2 Revenue by region

3.3 Non-current assets by region

131

132

11.1 Cost of net financial debt

159

160

161

162

164

11.2 Other financial income and expense

11.3 Cash and cash equivalents

11.4 Financial debt - Net debt

11.5 Bank covenants

11.6 Financial instruments recorded in the balance sheet

11.7 Management of financial risks

Note 4 Operating profit

132

4.1 Revenue

132

135

136

4.2 Purchases and external expenses

4.4 Amortisation of allocated intangible assets

4.5 Other operating income and expenses

Note 12 Cash flows

166

12.1 Change in net debt

12.2 Reconciliation of WCR with the cash flow statement

12.3 Other cash flows

166

167

Note 5 Employees and commitments towards

employees

136

5.1 Employee costs

5.2 Workforce

5.3 Retirement benefits and similar commitments

5.4 Share-based payments

5.5 Compensation of senior executives (related parties)

136

137

139

140

Note 13 Equity and earnings per share

167

13.1 Changes in the share capital

13.2 Transactions in treasury shares

13.3 Share subscription option plans

13.4 Free share plans

13.5 Capital reserves

13.6 Dividends

13.7 Translation reserves

13.8 Capital management objectives,

policy and procedures

167

168

Note 6 Income tax expense

141

6.1 Analysis of income tax expense

6.2 Reconciliation of the theoretical and effective tax

charge

6.3 Tax impact of gains and losses recognised directly in

other comprehensive income

6.4 Deferred tax assets and liabilities

141

142

169

143

145

13.9 Earnings per share

Note 14 Related-party transactions

170

6.5 Maturity of tax losses carried forward

14.1 Transactions with Sopra Steria Group, Sopra Steria

Group affiliate companies and Sopra GMT

14.2 Subsidiaries and equity investments

14.3 Relationships with other related parties

Note 7 Components of working capital

requirements and other financial assets

and liabilities

170

146

7.1 Non-current financial and other assets

7.2 Trade receivables and related accounts

7.3 Other current receivables

7.4 Other non-current liabilities

7.5 Trade accounts payables

146

147

148

149

150

Note 15 Off-balance sheet commitments

170

15.1 Contractual obligations given

15.2 Commitments given related to recurring operations

15.3 Commitments received – Covenants and Bank overdrafts 171

15.4 Pledges, guarantees and surety

170

171

7.6 Current deferred income

7.7 Other current liabilities

171

Note 16 Events after the reporting period

172

Note 17 List of consolidated companies at

31 December 2021

172

Note 18 Audit fees

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 125

Consolidated financial statements

Notes to the consolidated financial statements

This is the eleventh publication for the Axway Group since its IPO on the NYSE Euronext in Paris on 14 June 2011.

The Board of Directors’ meeting of 22 February 2022 approved the consolidated financial statements of the Group for

fiscal year 2021.

The Notes to the financial statements form an integral part of the consolidated financial statements.

Note 1 Accounting principles

The consolidated financial statements were prepared in

accordance with prevailing accounting policies and principles

at 31 December 2021 as presented below.

The impact of the COVID-19 crisis on the consolidated

financial statements for the year are described In Note 1.3.

The following table summarises the accounting policies,

judgements and estimates disclosed in the Notes to the

consolidated financial statements:

Our accounting principles are written in burgundy against a

beige background to identify them clearly, as follows:

“Accounting policies, judgements and estimates”.

Notes

Accounting policies, judgements and estimates

(1.0)

Accounting policies

(8.1)

Goodwill

Impact of the COVID-19 crisis on the consolidated financial

statements

(1.3)

(8.1)

Business combinations

Impacts of environmental risks on the consolidated financial

statements

(1.4)

(1.5)

(1.6)

(2.1)

(3.0)

(4.1)

(5.3)

(5.4)

(6.0)

(7.1)

(7.2)

(7.6)

(8.2)

Impairment tests

Significant estimates and accounting judgements

Format and translation of financial statements

Consolidation methods

(8.3)

Other intangible assets

Property, plant and equipment

Leases

(8.4)

(9.0)

Segment reporting

(10.0)

(11.2)

(11.3)

(11.4)

(11.6)

(13.2)

(13.9)

Provisions

Revenue recognition

Other financial income and expense

Cash and cash equivalents

Financial debt

Employee benefits

Share-based payments

Income tax expense

Financial instruments recorded in the balance sheet

Treasury shares

Non-current financial and other assets

Trade receivables

Earnings per share

Deferred income

The accounting methods have been applied consistently for all

fiscal years presented.

1.2 Application of new standards

and interpretations

1.1 Basis of preparation

1.2.1 New mandatory standards and interpretations

The consolidated financial statements for the fiscal year ended

31 December 2021 were prepared in accordance with IFRS

standards as adopted by the European Union. These standards

are available on the European Commission website:

The new standards, amendments to existing standards and

interpretations adopted by the European Union and of

mandatory application in fiscal years beginning on or after

1 January 2021 are as follows:

●

https://ec.europa.eu/info/business-economy-euro/company-re-

porting-and-auditing/company-reporting_en

amendments to IAS 39, IFRS 4, IFRS 7, IFRS 9 and IFRS 16,

Interest rate benchmark reform, phase 2. The Group has not

identified any material impact from this amendment;

The financial statements were prepared mainly on a historical

cost basis, except for employee benefits, share-based

payments, financial debt and derivatives, which are measured

at fair value.

●

IFRIC Interpretation relating to IAS 38, Intangible assets, on

configuration or customisation costs when implementing

SaaS software. The impact of this definitive decision is not

material in the Group’s consolidated financial statements for

the year ended 31 December 2021;

126

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

●

IFRIC Interpretation relating to IAS 19, Employee benefits, on

attributing benefits to periods of service under retirement

benefit plans. This IFRS IC decision has no impact on the

measurement and recognition of retirement benefit

commitments in the consolidated financial statements of

the Group. The collective agreement applicable to Axway

does not indicate a ceiling for retirement benefits;

amendments to IAS 8, Accounting policies, changes in

accounting estimates and errors, of scheduled application

from 1 January 2023, regarding the definition of accounting

estimates. The Group is conducting an analysis and at this

stage it is not possible to estimate whether these

amendments will have

statement users.

a material impact for financial

●

amendments to IFRS 16, COVID-19 related rent concessions

beyond 30 June 2021, extended to 30 June 2022. This

1.3 Impact of the COVID-19 crisis on the

consolidated financial statements

amendment

offers

option

account

for

COVID-19-related rent concessions as if they were not lease

modifications and recognise the impact immediately in profit

or loss for the period. In 2021, the Group did not identify any

situations that could give rise to the application of this

amendment.

Following on from 2020, the COVID-19 pandemic had a

significant impact throughout the year on our activities and

organisation to support our customers under the best possible

conditions. It impacted the Group’s consolidated financial

statements and the judgements and estimates used to assess

certain assets and liabilities or certain income and expense

items and liquidity risk.

1.2.2 Standards and interpretations published

by the IASB and adopted by the EU but not

applied in advance

The Group has elected not to apply in advance the texts

published by the IASB and endorsed by the European Union,

with an application date after 1 January 2021. The main

standards, amendments and interpretations concerned are:

Judgements and estimates: based on existing

knowledge and best information available

Due to the ongoing unforeseeable global impacts of COVID-19,

Management judgements and estimates are subject to

increased uncertainty. Actual amounts may differ from Group

judgements and estimates. Changes may have a more or less

material impact on the consolidated financial statements. All

available information on expected economic trends and

country-specific government mitigation measures was taken

into account when updating Management judgements and

estimates. The financial statements were prepared using

estimates and assumptions based on current knowledge and

the best available information.

●

amendments to IAS 37, Provisions, contingent liabilities and

contingent assets, of mandatory application from 1 January

2022, regarding onerous contacts and the costs of fulfilling a

contract. At this stage, the Group does not expect these

amendments to have a material impact;

●

amendments to IFRS 3, Business combinations, of

mandatory application from 1 January 2022, regarding the

conceptual framework. At this stage, the Group does not

expect these amendments to have a material impact;

Presentation of the financial statement: widespread

impacts on the income statement

●

IFRS improvements (2018-2020 cycle) of mandatory

application from 1 January 2022, making limited

amendments to four IFRS (IFRS 1, IFRS 9, IFRS 16 and

IAS 41). At this stage, the Group does not expect these

amendments to have a material impact;

In terms of financial statement presentation, the Group’s

performance was widely impacted across all income

statement line items. Neither the French Financial Markets

Authority (AMF) nor the French Accounting Standards

Authority (ANC) recommend using non-current income

headings, considered inappropriate, to systematically account

for the impacts of the COVID-19 crisis; they favour a specific

explanation for each line item in the Notes to the financial

statements and propose that only usual income and expense

items be recorded under non-current income headings.

●

amendments to IAS 16, Property, plant and equipment –

Proceeds before intended use, of mandatory application from

1 January 2022. At this stage, the Group does not expect this

amendments to have a material impact.

1.2.3 Standards and interpretations published

by the IASB, not adopted by the EU and not

applied in advance

The Group has elected not to apply in advance the texts

published by the IASB and not yet endorsed by the European

Union, with an application date after 1 January 2021. The main

standards, amendments and interpretations concerned are:

Accounting policies, judgements and estimates:

revenue recognition policy unchanged

The Group has not changed its revenue recognition policy. The

COVID-19 pandemic had no impact on the estimates and

judgements relating to our revenue recognition method in

2021. Our revenue recognition policy can be consulted in

Note 4.1.1.

●

amendments to IAS 1, Presentation of the financial

statements, of scheduled application from 1 January 2023,

regarding the classification of liabilities as current or

non-current. The Group is conducting an analysis and at this

stage it is not possible to estimate whether these

amendments will have a material impact on the presentation

of the financial statements;

Material impact on our level of activity: revenue

decline in the fourth quarter and continued savings

in marketing events and travel expenses

In 2021, Axway generated revenue of €285.5 million, down

2.7% organically and 3.9% in total. After growing 2.0% in the

first nine months of the year, Axway’s activity contracted 13.5%

in the fourth quarter of 2021. Several contracts saw their

schedule pushed back or their budget reallocated during the

period. A number of major existing or prospective customers

faced significant recruitment difficulties in their IT and

administrative teams and did not launch the expected projects.

This staff shortage could continue throughout 2022.

●

amendments to IAS 1, Presentation of the financial

statements, of scheduled application from 1 January 2023,

regarding disclosure of accounting policies. The Group is

conducting an analysis and at this stage it is not possible to

estimate whether these amendments will have a material

impact for financial statement users;

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 127

Consolidated financial statements

Notes to the consolidated financial statements

Profit on operating activities was €32.9 million, representing

11.5% of revenue, compared to 10.4% in 2020. This €2.1 million

increase reflects the resilience of the Group’s business model

and its ability to adapt its organisation to an unprecedented

context, including in a period of contraction.

Non-distribution of dividends

The Axway Software General Shareholders’ Meeting, which met

on 3 June 2020 to approve the 2019 financial statements,

decided not to distribute dividends for 2019 (see Note 13.6).

This exceptional measures concerned fiscal year 2019 only.

State aid and support measures

In 2021, the Group benefited from support measures in the

Asia/Pacific region of less than €0.1 million, compared to

€0.6 million in 2020.

Dividends were paid in 2021 in respect of fiscal year 2020 and

dividends will be proposed for payment in 2022 in respect of

fiscal year 2021.

Group net debt and cash and cash equivalents

Excess logistics and safety costs: immaterial costs

At 31 December 2021, Axway had a solid financial position,

with cash of €25.4 million and bank debt of €61.7 million. Bank

debt covenants were met. The Group has an unused credit

facility of €65 million and unused bank overdrafts of

€20 million (see Note 11.7).

In line with 2020, the Group did not incur any major excess

costs in 2021 to ensure the safety of its employees and to

enable them to continue working from home. These unique

and unusual excess costs were immaterial and recorded as

operating expenses under Profit on operating activities.

The Group does not anticipate any medium or long-term cash

or financing problems. In 2021, the Group repaid its borrowings

in line with the initial payment schedules.

Deferred taxes: deferred tax assets on tax loss

carryforwards maintained

The Group conducted an analysis and concluded that the

COVID-19 health crisis had no impact on deferred taxes at

31 December 2021 (see Note 6).

Government measures adopted to facilitate cash

flow

In 2021, the Group did not benefit from any measures to

facilitate cash flow.

Intangible asset impairment tests: tests did not lead

to the recognition of an impairment loss

1.4 Impacts of environmental risks on the

consolidated financial statements

The Group considers that, at this stage, climate change does

not have any impact on its financial statements, in particular

given the nature of its activities. In addition, the Group’s

transition to “net zero emissions” in 2028 had no material

impact in the accounts in 2021.

The crisis also impacted the estimates used by the Group to

assess certain assets and liabilities or certain income and

expense items. This is especially relevant and decisive for the

assumptions and estimates used to assess the recoverable

amount of intangible assets, and particularly goodwill and

intangible assets allocated to customer bases and

technologies. Annual impairment testing performed for

information purposes did not identify any indication of

impairment. The approach used and the test results are

described in Note 8.2. This test did not give rise to the

recognition of impairment at 31 December 2021.

1.5 Significant estimates and accounting

judgements

Note that the Group recognised total impairments on intangible

assets of €2.3 million (see Notes 4.4 and 8.3). These

impairments were unrelated to COVID-19.

Accounting policies, judgements and estimates

The preparation of financial statements implies the use of

estimates and assumptions in measuring certain

consolidated balance sheet assets and liabilities and

certain income statement items.

Recoverability of trade receivables: no specific risk

observed in 2021

The COVID-19 crisis had no material impact on customer

collections in 2020 or 2021. Customer contract monitoring did

not reveal any requests to suspend or discontinue services or

to renegotiate prices. At this stage, the Group has not identified

any credit risk (see Note 7.2).

Management is also required to exercise judgement in the

application of the Group’s accounting policies.

Such estimates and judgements, which are continually

updated, are based both on historical information and on

reasonable expectations of future events based on the

circumstances. However, given the uncertainty implicit in

assumptions as to future events, the related accounting

estimates may differ from the actual results.

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statements

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statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

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Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

1.5.1 Significant assumptions and accounting

estimates

Operating profit is then obtained by adding Profit from

recurring operations and Other operating income and

expenses. The latter comprises unusual, abnormal,

infrequent or unexpected operating income and expenses,

of a material amount, presented separately in the income

statement to facilitate understanding of the performance

of recurring operations.

Accounting policies, judgements and estimates

The main assumptions and accounting estimates liable to

leave scope for material adjustments to the carrying

amount of assets and liabilities in subsequent periods are

as follows:

Finally, the Group highlights EBITDA in the Change in net

debt. EBITDA is equal to Profit on operating activities,

excluding charges to depreciation, amortisation and

provision included in this latter indicator.

Note

(4.1)

(5.3)

(6.0)

(8.1)

Critical accounting policies

Measurement of goodwill

1.6.2. Foreign currency translation

Measurement of retirement benefit commitments

Revenue recognition

a. Functional and presentation currencies

Measurement of deferred tax assets

(10.0) Measurement of provisions

Accounting policies, judgements and estimates

Items presented in the financial statements of each entity

included in the scope of consolidation are measured using

the currency of the primary economic environment in

which each entity operates, i.e. its “functional currency”.

1.5.2 Significant judgements in the application

of accounting policies

The consolidated financial statements are presented in

euros, the functional and presentation currency of the

parent company Axway Software.

Accounting policies, judgements and estimates

With the exception of those policies requiring accounting

estimates, no judgement exercised by Management has

had a material impact on the amounts recognised in the

financial statements.

b. Translation of the financial statements of foreign

subsidiaries

Accounting policies, judgements and estimates

Group subsidiaries’ functional currencies are their local

currencies in which most of their transactions are

denominated. The accounts of all entities included in the

scope of consolidation whose functional currency differs

from the Group’s presentation currency are translated into

euros as follows:

1.6 Format and translation of financial

statements

1.6.1 Format of the financial statements

●

assets and liabilities are translated at year-end

Accounting policies, judgements and estimates

exchange rates;

●

income, expenses and cash flows are translated at

average rates for the period;

The consolidated financial statements of Axway Software

are presented in accordance with recommendation

no. 2020-01 of 6 March 2020 issued by the Autorité des

normes comptables (French Accounting Standards

Authority) on the format of consolidated financial

statements prepared in accordance with international

accounting standards.

●

all resulting foreign exchange gains and losses are

recorded as a separate component of equity under

Other comprehensive income and are stored in

Translation reserves in shareholders’ equity (see

Note 13.7).

The format of the income statement has been adapted to

improve the presentation of the Company’s performance:

Foreign exchange gains and losses arising on the

translation of net investments in foreign operations are

line item Profit on operating activities has been

recorded as

a separate component of equity under

positioned before Profit from recurring operations. This

indicator is used internally by Management to assess the

Company’s performance. It is equal to Profit from recurring

operations before:

Translation reserves in accordance with IAS 21. Foreign

exchange gains and losses on inter-company loans are

considered an integral part of the Group’s net investment

in the foreign subsidiaries in question.

●

the share-based payment expense for share

subscription options and free shares;

●

amortisation of allocated intangible assets.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 129

Consolidated financial statements

Notes to the consolidated financial statements

When a foreign operation is divested, the applicable

accumulated translation gain or loss is transferred to the

income statement as part of the gain or loss arising on

disposal.

Hyperinflation

No entity operating in a hyper-inflationary economy is

included in the scope of consolidation.

Goodwill and fair value adjustments arising on the

acquisition of foreign operations are treated as assets and

liabilities of the operation and, as such, are translated at

the closing rates applying at the reporting date.

The following exchange rates were used to translate the main foreign currencies in the Group:

Average rate for the period

Period-end rate

2020

2021

0,8596

10,1465

4,9215

1,9558

1,1827

1,5749

9,1932

1,5891

7,6282

6,3779

1,0811

2021

0,8403

10,2503

4,9490

1,9558

1,1326

1,5615

8,8333

1,5279

7,1947

6,3101

1,0331

2020

0,8897

10,4848

4,8383

1,9558

1,1422

1,6549

8,8587

1,5742

7,8747

5,8943

2019

0,8778

10,5891

4,7453

1,9558

1,1195

1,6109

8,7715

1,5273

7,7355

4,4134

2019

0,8508

10,4471

4,7831

1,9558

1,1234

1,5995

8,7474

1,5111

7,8204

4,5157

€1/currency

Pound sterling

Swedish krona

Romanian leu

Bulgarian lev

US dollar

0,8990

10,0341

4,8683

1,9558

1,2271

1,5896

9,5138

1,6218

8,0225

6,3735

Australian dollar

Hong Kong dollar

Singapore dollar

Yuan (China)

Real (Brazil)

Swiss franc

c. Translation of foreign currency transactions

Accounting policies, judgements and estimates

●

Transactions denominated in foreign currencies are translated to entities’ functional currencies at rates applying on the

transaction date. Foreign exchange gains and losses arise either on settlement or on the translation of foreign currency

denominated monetary assets and liabilities at closing rates. They are recognised in profit or loss, with the exception of

amounts recognised directly in shareholders’ equity with respect to cash flow hedging or hedging of the net investment in a

foreign operation.

Note 2 Methods and scope of consolidation

2.1 Consolidation methods

Accounting policies, judgements and estimates

Axway Software is the consolidating company.

The companies over which Axway Software has full control are fully consolidated. The Group controls an issuer when it is

exposed to or is entitled to variable returns due to its ties with the issuer and has the ability to affect the amount of these returns

due to its authority over the entity. The Group therefore controls an issuer if, and only if, the following conditions are satisfied:

●

the Group has authority over the issuer; and

●

the Group is exposed to or is entitled to variable returns due to its ties with the issuer; and

●

the Group has the ability to exercise its authority over the issuer in such a way as to affect the amount of the returns it

obtains from it.

Axway Software does not exert significant influence or joint control over any entity.

Axway Software Group does not, directly or indirectly, control any ad hoc company.

Inter-company transactions, as well as unrealised balances and profits on transactions between Group companies are

eliminated on consolidation.

The financial statements of all consolidated companies are prepared to 31 December. These accounts have, where applicable,

been restated to ensure the consistency of accounting and valuation rules applied by the Group.

The scope of consolidation is presented in Note 17.

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activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

2.2 Principal acquisitions

Newly-consolidated entities

2.3 Other changes in scope

Deconsolidated entities

In the first half of 2021, the Group created a subsidiary in

Switzerland, Axway Switzerland Sarl, to distribute Axway

technologies and services in Switzerland. It commenced

activity in the second half of 2021.

No entities were deconsolidated in 2021.

Streamdata.io Inc. in the United States was liquidated in fiscal

year 2020.

No entities were consolidated for the first time in 2020.

2.4 Comparability of the financial statements

No pro forma information is required in 2021.

Note 3 Segment reporting

Accounting policies, judgements and estimates

Pursuant to IFRS 8, segment reporting is based on internal management information used by Axway’s Management. The Group

is classified as a single sector group as it is not possible to determine profit on operating activities by activity sector based on

either a regional or business analysis. The chief operating decision maker regularly reviews:

●

revenue by business line: License, Subscription, Maintenance and Services; and

●

geographical revenue for three regions (Europe, the Americas and Asia-Pacific); and

●

consolidated Profit on operating activities.

3.1 Revenue by business line

2021

18,568

2020

25,780

2019

52,840

(in millions of euros)

License

6.5%

40.0%

8.7%

32.7%

17.6%

19.9%

Subscription

Maintenance

Services

114,205

118,955

33,820

97,287

138,194

35,972

59,597

146,692

40,832

41.7%

46.5%

48.9%

11.8%

12.1%

13.6%

Total revenue

285,548

100.0%

297,234

100.0%

299,962

100.0%

In 2021, Customer Managed Subscription contracts generated upfront revenue of €51.5 million recognised on the signature of

these contracts, up 17.4% on 2020 (€44.0 million).

The Group’s main customers do not account for more than 10% of revenue individually. Axway’s dependency on its main customers

is low.

3.2 Revenue by region

2021

2020

2019

(in thousands of euros)

France

81,429

67,419

28.5%

23.6%

40.2%

1.6%

93,472

62,348

31.4%

21.0%

40.9%

1.3%

86,401

67,263

28.8%

22.4%

41.8%

1.4%

Rest of Europe

USA

114,675

4,699

121,532

3,746

125,492

4,290

Rest of Americas

Asia Pacific

17,325

6.1%

16,135

5.4%

16,516

5.5%

Total revenue

285,548

100.0%

297,234

100.0%

299,962

100.0%

Change in presentation: from fiscal year 2021, the Group communicates revenue allocated to France, where its registered office is

located, and to the United States, a material country, with revenue of over 10% of Group revenue.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 131

Consolidated financial statements

Notes to the consolidated financial statements

Presentation of the geographic breakdown; not restated, format used in the 2020 Universal Registration Document.

2021

2020

2019

(in thousands of euros)

Europe

148,848

119,374

17,325

52.1%

41.8%

155,820

125,278

16,135

52.4%

42.1%

153,664

129,782

16,516

51.2%

43.3%

Americas

Asia Pacific

6.1%

5.4%

5.5%

Total revenue

285,548

100.0%

297,234

100.0%

299,962

100.0%

3.3 Non-current assets by region

2021

2020

2019

(in thousands of euros)

France

93,709

22.9%

98,484

24.2%

102,747

24.2%

75.8%

International

316,395

77.1%

308,156

75.8%

322,209

Total non-current assets*

410,105

100.0%

406,640

100.0%

424,956

100.0%

Excluding financial instruments, deferred tax assets, and assets with respect to post-employment benefits.

Note 4 Operating profit

In 2021, Axway generated revenue of €285.5 million, down

2.7% organically and 3.9% in total. After growing 2.0% in the

first nine months of the year, Axway’s activity contracted 13.5%

in the fourth quarter of 2021. Several contracts saw their

schedule pushed back or their budget reallocated during the

period. A number of major existing or prospective customers

faced significant recruitment difficulties in their IT and

administrative teams and did not launch the expected projects.

This staff shortage could continue throughout 2022. The Group

published a press release on 19 January 2022 entitled “Axway

Software: Adjustment to 2021 annual forecast” to inform the

market of this fall in revenue .

the health crisis. The increase in Profit on operating activities is

also due to cost control and the Group’s ability to realise

savings in a difficult context.

In summary, the following points are of note in 2021:

●

robust performance in the context of an unprecedented

health crisis;

●

steady growth in Subscription revenue, strategic progress

and new customer acquisition in 2021;

●

growth in the share of recurring revenue to 81.7% in 2021;

●

increase in Profit on operating activities to €32.9 million,

representing 11.5% of revenue, compared to 10.4% in 2020;

Profit on operating activities was €32.9 million, representing

11.5% of revenue, compared to 10.4% in 2020. This €2.1 million

increase reflects the resilience of the Group’s business model

and its ability to adapt its organisation to an unprecedented

context, including in a period of contraction. In line with 2020,

●

in line with 2020 and due to COVID-19 lockdowns in France

and worldwide, the Group kept costs relating to marketing

events and travel expenses at a very low level;

●

Research and Development expenses fell -€5.1 million to

€55.3 million, representing 19.4% of revenue. General and

administrative expenses were stable at €25 million, or 8.8%

of revenue.

the Group noted

a steady acceleration in Subscription

contracts, generating in a 17.4% surge in the Subscription

activity. Recurring revenue therefore represents 81.7% of total

revenue, compared to 79.2% in 2020 and 68.8% in 2019, before

4.1 Revenue

4.1.1 Revenue recognition

Accounting policies, judgements and estimates

Revenue is recognised in accordance with IFRS 15, Revenue from Contracts with Customers.

Services provided within the scope of the Group’s software package operations include:

●

the right of use under license of software packages;

●

Software as a Service Subscription services;

●

maintenance;

●

ancillary services: installation, settings, adaptation, training.

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Consolidated

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statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

a. In general, separate contracts are concluded with customers for licenses and maintenance on the one hand, and

ancillary services on the other hand

In this situation, the various elements comprising contracts are accounted for as follows:

I. License revenue

License revenue is recognised immediately on delivery, as license sale agreements constitute, in substance, a sale of rights.

Delivery is considered to have taken place when all contractual obligations have been fulfilled, They are fulfilled when any

remaining services to be provided are insignificant and are not liable to challenge the customer’s acceptance of goods supplied

or services.

II. Maintenance revenue

Maintenance revenue is recognised prorata temporis, and is generally billed in advance.

III. Services revenue

Services revenue is generally recognised on a time-spent basis and is recognised when the services are performed, i.e. usually

when invoiced. Services are sometimes provided under fixed-price contracts, in which case they are recognised using the

percentage-of-completion method described in paragraph f. below.

b. Services provided under a Software as a Service contract

The supplier transfers control of the service progressively to the customer and hence, recognises revenue progressively: “the

customer simultaneously receives and consumes all of the benefits provided by the entity as the entity performs”.

In addition, a new Customer Managed offering has been developed since 2019 in response to growing customer demand.

Revenue from services provided under a Customer Managed Software as a Service contract is recognised in accordance with

the specific procedure detailed below:

The Customer Managed offering is a Hybrid Integration Platform offer sold to customers as a range of services including:

●

on-premise components, hosted by the customer;

●

Software as a Service components, hosted by Axway.

Three separate performance obligations have therefore been identified: License, Maintenance and Subscription. Pursuant to

IFRS 15, revenue is recognised using three different methods.

I. On-premise services

On-premise services are recognised on delivery, that is on the transfer of control of the on-premise license. These components

are hosted by the customer, in the same way as traditional licenses. Revenue is therefore recognised using the same model as

for traditional on-premise licenses, that is:

●

a license component (performance obligation recognised in full on the transfer of control and the provision of the keys); and

●

a maintenance component (performance obligation recognised over the contract term).

II. Software as a Service Subscription services

Software as a Service related services such as updates, maintenance and hosting by Axway are recognised on a straight-line

basis over the contract term (single performance obligation).

The contract transaction price is allocated to each performance obligation based on list prices. If the contract transaction price

includes a discount on the list price, this discount is applied proportionally to the revenue allocated to each performance

obligation comprising the contract.

c. Contracts comprising distinct performance obligations (license, maintenance, ancillary services, etc.) may

sometimes be negotiated on a fixed-price basis

In this situation, the contract transaction price is allocated to each performance obligation as follows: revenue attributable to

the license is equal to the difference between the total contract amount and the fair value of its other components, i.e.

maintenance and ancillary services.

The fair value of the other components is determined based on list prices applied in the case of a separate sale or alternatively,

based on selling prices determined based on Management’s best estimates. The residual amount attributed to the license is

recognised at the time of delivery.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 133

Consolidated financial statements

Notes to the consolidated financial statements

d. In fairly rare instances, ancillary services may be considered essential to the operation of a software package or

the delivery of the Software as a Service solution

This may arise on the sale of software packages for very complex projects, where completion may be subject to particular

risks. The project is then examined as a whole and is the focus of specific monitoring by the Quality Department. It is

accounted for using the percentage of completion method described in paragraph e. below.

Where preliminary work is performed that is considered essential to the implementation of the Software as a Service solution,

the contract is considered as a whole and revenue is recognised progressively over the contract term as described in

paragraph b. above.

e. Technical assistance, consulting, training and projects provided on an ongoing contract basis

These services are recognised as they are performed, i.e. in general at the time of invoicing.

Operations are reviewed at each reporting date:

●

services rendered but not yet, or only partially, invoiced are measured on the basis of billable time and the contractual billing

rates. They are recognised in revenue and are recorded in the balance sheet under Trade receivables in Accrued income;

●

services billed but not yet fully rendered are deducted from invoiced revenue and recorded in the balance sheet in Deferred

income.

f. Services covered by fixed-price contracts

Under such contracts the Group commits itself to a price, a result and a deadline. Revenue and profit generated by a contract

are recognised based on a technical assessment, in line with the Group’s quality procedures, of the contract’s degree of

completion.

g. Contract balances in the Statement of financial position

Services rendered but not yet, or only partially, invoiced are recorded in the balance sheet under Trade receivables in Accrued

income. Services billed but not yet fully rendered (Customer contract liabilities) are recorded in the balance sheet in Deferred

income for the portion less than one year and in Other non-current liabilities for the portion more than one year. Customer

contract assets and liabilities are presented net for each individual contract.

h. Assets recognised in respect of costs of obtaining or fulfilling contracts with customers

Costs of obtaining contracts: sales commission on Subscription revenue

The costs of obtaining a contract are capitalised if two conditions are met: the costs would not have been incurred if the

contract had not been obtained and they can be recovered. Sales commission can therefore be capitalised if it is specifically

and uniquely tied to obtaining the contract and it is not granted on a discretionary basis.

The costs of obtaining a contract are capitalised and deferred in Prepaid expenses (Other current receivables) and released to

profit and loss to match revenue recognition. They never result in the recognition of revenue.

Costs of fulfilling a contract: Subscription contract preparation phase

The costs of fulfilling or implementing a contract are costs directly related to the contract. They are necessary to satisfying

performance obligations in the future and are expected to be recovered. They do not meet the criteria defined in the general

principles to constitute a separate performance obligation.

Subscription contracts require preparation phases (functional integration, implementation of the technical environment) in

order to access a target operating phase. These phases do not represent separate performance obligations but are costs of

implementing the contract. They are capitalised and recognised in Prepaid expenses (Other current receivables).

The costs of fulfilling or implementing a contract are capitalised and deferred in Prepaid expenses (Other current receivables)

and released to profit and loss to match revenue recognition. They never result in the recognition of revenue.

134

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axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

4.1.2 Revenue by business line

The breakdown by business line is presented in Note 3.1, Revenue by business line.

4.1.3 Revenue by geographical area

The breakdown by region is presented in Note 3.2, Revenue by region.

4.2 Purchases and external expenses

4.2.1 Purchases

2021

25,839

485

2020

20,508

1,005

2019

23,301

-68

(in thousands of euros)

Purchases of subcontracting services

Purchases not for inventory of equipment and supplies

Purchases and change in stock of merchandise

Total purchases

274

8,454

5,753

26,597

29,968

28,986

The -€3.4 million decrease in purchases is mainly due to reduced subcontracting in France and the United States. Hosting costs

(including Amazon Web Services) increased €0.3 million in 2021 in line with our business model.

An amount of €8 million was reclassified from Purchases and change in stock of merchandise to Purchases of subcontracting

services.

4.2.2 External expenses

2021

2020

2019

(in thousands of euros)

Rent and rental charges

8,472

-5,486

9,410

25.3%

-16.4%

28.0%

0.3%

10,346

-7,131

8,244

31.1%

-21.4%

24.8%

0.2%

10,309

-7,238

6,988

295

22.7%

-15.9%

15.4%

0.6%

Lease expenses – IFRS 16 adjustment

Maintenance and repairs

External structure personnel

Remuneration of intermediaries and fees

Advertising and public relations

Travel and entertainment

Telecommunications

6,123

4,939

1,769

1,651

6,576

33,547

18.3%

14.7%

5.3%

6,318

4,135

1,913

2,607

6,796

33,292

19.0%

12.4%

5.7%

5,728

4,054

9,179

2,531

13,577

45,422

12.6%

8.9%

20.2%

5.6%

4.9%

7.8%

Sundry

19.6%

100.0%

20.4%

100.0%

29.9%

100.0%

Total external expenses

External expenses are stable in 2021 on 2020. In line with 2020, lockdowns in France and worldwide limited expenditure on

marketing events and business travel. Significant savings were therefore realised in marketing costs -€5 million and travel expenses

-€7 million in 2021 and 2020 compared to before the health crisis.

4.3 Depreciation and amortisation, provisions and impairment

2021

588

2020

780

2019

1,071

(in thousands of euros)

Amortisation of intangible assets

Depreciation of property, plant and equipment

Depreciation of Right-of-use – IFRS 16

4,254

5,562

10,404

282

4,234

6,576

11,590

935

4,176

6,349

Depreciation and amortisation

11,596

1,032

Impairment of current assets net of unused reversals

Provisions for contingencies and losses net of unused reversals

Provisions and impairment

135

369

344

1,070

12,660

1,401

12,997

Total depreciation and amortisation, provisions and impairment

10,748

The application of IFRS 16 led to a charge to depreciation of

right-of-use assets of €5.6 million in 2021. This charge is less

than the €6.6 million recognised in 2020, mainly due to the

restructuring of the Santa Clara offices in the United States.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 135

Consolidated financial statements

Notes to the consolidated financial statements

In addition, the Group recorded the cost of configuring the

Workday Cloud ERP system in Other operating expenses. These

costs of configuring the solution to meet Axway’s specific

requirements are solely configuring and customisation

services and are non-recurring and material. They total

€1.0 million at 31 December 2021.

4.4 Amortisation of allocated intangible assets

This item corresponds to the amortisation expense for

intangible assets obtained as a result of company acquisitions

of €8.6 million in 2021, comprising €4.2 million in respect of

customer bases and €4.4 million in respect of Technologies

(see Note 8.3).

The IFRS IC decision on “Configuration or Customisation Costs

in a Cloud Computing Arrangement” was applied at the end of

December 2021 based on the best interpretation of the text.

Accordingly, these costs of €1.0 million were expensed during

the year.

The Group decided to stop marketing Appcelerator Titanium

and recognised an impairment of €0.4 million. The Group also

noted a loss of legacy customers in the Syncplicity activity,

resulting in the recognition of an impairment of €1.9 million on

the Syncplicity customer base.

The Group did not record any material non-recurring operating

income or expenses in 2020.

4.5 Other operating income and expenses

In fiscal year 2021, the Group launched a restructuring plan in

the United States, unrelated to the COVID-19 pandemic, for a

total of €1.6 million. This plan involved:

●

the departure of 17 employees, representing total

compensation of €0.7 million;

●

the closure of the Santa Clara offices in California for a total

cost of €0.9 million, including impairment of the net carrying

amount of the lease contract right-of-use of €0.7 million.

Note 5 Employees and commitments towards employees

5.1 Employee costs

2021

2020

160,098

36,653

-8,056

2019

160,661

35,089

-8,539

656

(in thousands of euros)

Salaries

150,690

35,080

-6,295

844

Social security contributions

Research tax credits

Employee profit sharing

1,012

Net expense for post-employment and similar benefit obligations

311

184

Total

180,629

189,891

187,934

Employee costs represent 63.3% of 2021 revenue, down slightly on 2020 (63.9%). They fell -4.9% in absolute terms. This decrease in

employee costs is mainly due to changes in variable compensation in line with the decline in revenue.

5.2 Workforce

2021

466

Number of employees at 31 December

2020

483

2019

466

France

International

Total

1,246

1,712

1,405

1,888

1,419

1,885

2021

474

Average number of employees

2020

483

2019

472

France

International

Total

1,325

1,799

1,407

1,890

1,418

1,890

136

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Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

5.3 Retirement benefits and similar commitments

Accounting policies, judgements and estimates

a. Short-term employee benefits and defined-contribution post-employment benefits

The Group recognises the amount of short-term employee benefits, as well as the contributions due in respect of mandatory

state-sponsored pension plans, under Employee costs. As the Group has no commitments beyond these contributions, no

provision was recognised for these plans.

b. Defined-benefit post-employment plans and other long-term employee benefits

These plans relate mainly to France, for the payment of retirement termination payments in accordance with collective

bargaining agreements. The collective agreement applicable to Axway Software SA does not indicate a ceiling for retirement

benefits.

The Group, which provides for the cost of the future benefits based on the conditions below, bears the defined-benefit plans

directly.

The Group uses the projected unit credit method to determine the value of its defined-benefit obligation. Under this method

each period of service gives rise to an additional unit of benefit rights and each unit is valued separately to obtain the final

commitment.

The above calculations incorporate various actuarial assumptions relating to matters such as the estimated periods of future

service of employees, future salary levels, life expectancy and employee turnover.

The resulting benefit obligation is then discounted using an appropriate interest rate for first-rate corporate bonds denominated

in the payment currency and with a maturity approximating the estimated average maturity of the benefit obligation.

A change in these estimates and hypotheses may lead to a significant change in the amount of the commitment.

The amount of the provision recognised for retirement benefits and similar commitments corresponds to the present value of

the defined-benefit obligation. Actuarial gains and losses result from changes in the value of the discounted defined-benefit

obligation and include on the one hand, the effects of differences between previous actuarial assumptions and actual data, and

on the other hand, the effect of changes in actuarial assumptions.

Actuarial gains and losses are recognised in full in shareholders’ equity for all of the Group’s defined-benefit plans, pursuant to

IAS 19 revised.

There are no pension commitments, medical coverage, or long service awards. No new benefits or changes in regime resulting

from legal, collective-bargaining or contractual provisions occurred during the fiscal year.

Retirement provisions primarily concern the defined-benefit plan in France which is not financed by plan assets.

In France, the defined-benefit plan relates to the payment of retirement termination benefits. The Group provides for its

commitments to employees in accordance with the provisions of the Syntec collective bargaining agreement on retirement

plans, as amended in 2004 pursuant to the retirement reform measures introduced by the Law of 21 August 2003. The

provision for retirement benefits is assessed on an actuarial basis.

Retirement benefits and similar commitments break down as follows:

Reversals

Charge for the year for the year

for the (provisions (unused

used) provisions) movements

Reversals

Change in

scope of

01/01/2021 consolidation

Actuarial

gains

(losses)

Other

31/12/2021

6,771

year

558

(in thousands of euros)

France

7,190

-189

-46

-10

-787

Germany

Bulgaria

119

-9

132

Total retirement benefit

and similar commitments

7,347

637

-236

-10

-796

6,941

Impact (net of expenses incurred)

Profit from recurring operations

Net financial income

547

Total

637

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 137

Consolidated financial statements

Notes to the consolidated financial statements

c. Actuarial assumptions used to calculate Axway Software’s provision for retirement benefits

The main actuarial assumptions used in respect of Axway Software’s plan are as follows:

31/12/2021

Source: Bloomberg

1.10%

31/12/2020

Source: Bloomberg

0.44%

31/12/2019

Source: Bloomberg

1.09%

Benchmark for discounting

Discount rate for commitments

Future salary growth rate

Age at retirement

2.50%

65 years

Mortality table

INSEE 2016-2018

INSEE 2014-2016

Assumptions referring to mortality rates are based on

published statistical data. The INSEE 2016-2018 mortality table

was used at 31 December 2021, and did not amend the

commitment in 2021.

Retirement benefit commitments are discounted using a

discount rate corresponding to the interest rate for first-rate

corporate bonds (carrying a rating of AA) denominated in the

payment currency and with a maturity approximating the

estimated average maturity of the benefit obligation.

Turnover tables are established for each relevant company by

five-year age brackets and are updated at each year-end to

reflect data on employee departures for the past five years.

The method used was modified in 2018 and only includes

resignations in average departure rates for the past five years.

Since 31 December 2009 and for the Eurozone, the Group has

used the rates published by Bloomberg as the benchmark for

discounting its retirement termination benefits. A discount rate

of 1.10% was used for 2021.

The updating of five-year workforce turnover rates and

assumptions relating to departure procedures decreased the

commitment by -€294 thousand.

d. Table of changes in Axway Software’s provision for retirement benefits

Net commitments recognised

Present value of unfunded

obligations

Taken to the consolidated

statement of income

in the balance sheet

(in thousands of euros)

At 31 December 2019

Change in scope of consolidation

Past service cost

6,394

164

456

-314

Net interest expense

Benefits paid to employees

Other movements

-314

Actuarial gains (losses)

At 31 December 2020

Change in scope of consolidation

Past service cost

582

7,190

582

7,190

214

525

-189

Net interest expense

Benefits paid to employees

Other movements

-189

Actuarial gains (losses)

At 31 December 2021

-787

6,771

-787

6,771

368

The €787 thousand actuarial gain recognised for Axway

Software in 2021 was mainly the result of:

e. Analysis of actuarial gains (losses) recognised for

Axway Software

●

actuarial gains (losses) arising from experience adjustments

(-€61 thousand);

Actuarial gains (losses) result solely from changes in the

present value of the obligation, in the absence of plan assets.

●

actuarial gains (losses) arising from a change in the turnover

These gains (losses) include the effects of changes in

actuarial assumptions and the difference between actuarial

assumptions applied and actual experience (experience

adjustments detailed below).

table (-€294 thousand decrease in the commitment);

●

actuarial gains (losses) arising from

change in the

mortality table (no impact on the commitment);

●

actuarial gains (losses) arising from

a change in the

discount rate (-€522 thousand decrease in the commitment).

138

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Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

Experience adjustments on Axway Software plan liabilities are presented in the table below:

31/12/2021

31/12/2020

7,190

31/12/2019

6,394

(in thousands of euros)

Current value of defined benefit obligations

6,771

-61

Experience adjustments on plan liabilities

-100

290

Experience adjustments on plan liabilities (as% of commitments)

-0.91%

-1.38%

4.53%

The following table presents a breakdown by maturity of Axway Software’s retirement benefits commitment in France, discounted

at 1.10%:

31/12/2021

(in thousands of euros)

Present value of theoretical benefits to be paid by the employer:

●

less than 1 year

297

145

●

from 1 to 2 years

●

from 2 to 3 years

138

●

from 3 to 4 years

325

●

from 4 to 5 years

338

●

from 5 to 10 years

2,560

1,999

968

●

from 10 to 20 years

●

more than 20 years

Total commitment

6,771

f. Sensitivity testing of the discount rates for Axway Software retirement benefits

A+/-0.65 point change in the discount rate would impact Axway Software retirement benefit liabilities in the amount of

-€461 thousand/+€514 thousand, respectively.

5.4 Share-based payments

Accounting policies, judgements and estimates

The Group applies IFRS 2 for share subscription options and free share grants to employees.

a. Share subscription options

The option exercise price under the 2011 plan was determined based on the average closing price over the 20 trading days

prior to the date on which the decision was made to allocate options. This value is consistent over the plan’s duration.

The value attributed to the options is analysed as a cost of services rendered by employees in return for the options and is

recognised on a straight-line basis over the vesting period.

This charge is recognised in the income statement under Share-based payment expense, through a credit to Consolidated and

other reserves in shareholders’ equity. There is thus no net impact on consolidated shareholders’ equity.

The calculation includes the total number of options held at each reporting date by eligible employees.

Under the regulations governing the various stock option plans, shares resulting from the exercise of options may not be sold

or converted into bearer shares during the statutory lock-up period.

b. Free shares

Free Axway Software shares are granted to certain employees subject to their presence in the Group at the vesting date and

with or without Group performance conditions. The benefit granted under these free share grant plans represents additional

compensation that is valued and recognised in the financial statements.

The IFRS 2 expense recognised for a free share grant plan is equal to the fair value of shares granted to employees multiplied

by the probable number of shares to be delivered to the beneficiaries who will be present on the vesting date (this number of

shares is revised during the vesting period depending on estimated changes in employee turnover).

The fair value of free shares is determined on the date of grant based on the market price of the share adjusted to take into

account the characteristics and conditions of the share grant. This amount is not reassessed later in the event of changes in

the fair value.

The expense corresponding to the benefit granted to employees in the form of free shares is recognised in net profit using the

straight-line method over the vesting period under the heading Share-based payment expense.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 139

Consolidated financial statements

Notes to the consolidated financial statements

An expense of €4.4 million was recorded in 2021 in respect of stock options granted to employees under stock option and free

share grant plans (€5.1 million in 2020), including employer social security contributions of €0.6 million.

The new plan granted in 2021 represents an expense of €0.6 million for the period.

Current free share grant plans are presented below:

Free Share Grant

Executive Committee

Plan

LTI Plan BEYOND –

2020

LTI Plan FOCUS –

2021

Plans

LTI Plan C – 2018 LTI Plan AOA – 2019 PAGA 2019 – Axway

Free share grants to the Axway leadership

Free shares granted to

4 members of the

Group Executive

Committee

Free shares granted to the Axway leadership

team, members of the Executive Committee

and other individuals considered key for the

Axway Group

team, members of the Executive

Committee and other individuals

considered key for the Axway Group

200 free shares

granted to 1,819

Group employees

Description

Date granted

July-18

July-19

Jan-19

July-20

July-21

Number of shares that may be

granted

264,500

325,000

363,800

75,000

295,000

240,000

Performance measurement

duration

3 years

Jan-18 to Dec-20

July-18 to

3 years

Performance measurement period

Jan-19 to Dec-21

Jan-19 to Feb-22

Jan-19 to Jan-22

Jan-20 to Dec-22

Jan-21 to Dec-23

Vesting period

March-21 July-19 to March-22

Jan-19 to Feb-22

Jan-19 to Jan-22 July-20 to March-23

July-21 to March-24

Presence-based conditions

Present in Group throughout the vesting period (applicable for all LTI plans)

Level of performance

(Rule of 40 – organic

growth plus Profit on

Level of performance

(organic growth in

Level of performance

(organic revenue growth and Profit on

operating activities)

signatures and Profit operating activities and

on operating

activities)

API Amplify revenue

Performance-based conditions

N/A

growth)

Number of potential shares that

may be granted

at January 2021

243,222

284,400

50,000

285,000

Number of shares granted in 2021

240,000

Number of shares cancelled in

2021

67,191

42,200

70,000

51,317

Number of shares vested in 2021

154,865

Number of potential shares that

may be granted

at 31 December 2021

176,031

242,200

50,000

215,000

188,683

Income/(expense) recognised

in the income statement for the

fiscal year in thousands of euros

-428

-536

-940

-182

-1,082

-564

Patrick Donovan received 36,000, 100,000, 100,000 and 30,000 shares respectively under LTI Plan C – 2018, LTI Plan AOA, LTI

Beyond and LTI Focus, as Chief Executive Officer of the Group. The corresponding expense in 2021 is detailed in Note 5.5,

Compensation of senior executives.

5.5 Compensation of senior executives (related parties)

The items shown in the table below concern the directors and Executive Management.

31/12/2021

1,046

31/12/2020

1,457

31/12/2019

1,079

(in thousands of euros)

Short-term employee benefits⁽¹⁾

Share-based compensation benefits

Total compensation of senior executives

572

895

322

1,618

2,352

1,401

(1) Short-term employee benefits include the fixed and variable components of compensation, as well as benefits in kind and directors’ fees.

The General Meeting of 25 May 2021 set the amount of

directors’ fees to be shared among directors at €330 thousand.

2021

The Board of Directors’ meeting of 22 February 2022

recommended the payment of variable compensation of

€113 thousand to Patrick Donovan for fiscal year 2021. This

variable compensation will be voted on by the General Meeting

scheduled for 24 May 2022, based on an amount proposed by

the Board of Directors, after taking account of the

Compensation Committee’s recommendations.

Share-based compensation benefits concern the valuation of

services rendered by Patrick Donovan and compensated

through the grant of performance shares in 2021.

140

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axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

2020

2019

The Board of Directors’ meeting of 24 February 2021

recommended the payment of variable compensation of

€508 thousand to Patrick Donovan for fiscal year 2020. This

variable compensation was voted on by the General Meeting of

25 May 2021, based on the amount proposed by the Board of

Directors, after taking account of the Compensation

Committee’s recommendations.

The Board of Directors’ meeting of 19 February 2020

recommended the payment of variable compensation of

€236 thousand to Patrick Donovan for the year ended

31 December 2019. This variable compensation was voted on

by the General Meeting of 3 June 2020, based on the amount

proposed by the Board of Directors, after taking account of the

Compensation Committee’s recommendations.

The General Meeting of 3 June 2020 set the amount of

directors’ fees to be shared among directors at €330 thousand.

The General Meeting of 5 June 2019 set the amount of

directors’ fees to be shared among directors at €330 thousand.

In 2020, Share-based compensation benefits concern the

valuation of services rendered by Patrick Donovan and

compensated through the grant of performance shares in

2020.

In 2019, Share-based compensation benefits concern the

valuation of services rendered by Patrick Donovan and

compensated through the grant of performance shares in

2019.

Note 6 Income tax expense

Accounting policies, judgements and estimates

Current tax

The Group determines its current tax expense in accordance with prevailing tax legislation in the countries where the Group’s

subsidiaries conduct their activities and generate taxable revenue. The tax legislation applied is that enacted or substantially

enacted at the reporting date.

Deferred tax

Deferred tax is recognised on all timing differences between the carrying amount of assets and liabilities in the consolidated

balance sheet and their tax base.

Deferred tax assets are only recognised if their realisation by the Company is probable through the existence of expected

taxable profits in future periods within a reasonable time period.

They are reviewed at each reporting date.

Tax assets and liabilities are valued using tax rates enacted or substantially enacted and applicable in the fiscal periods during

which the assets will be realised or the liabilities settled. Their impact is recognised in deferred tax in the income statement

unless it relates to items recognised directly in Other comprehensive income, in which case it is also recognised in gains and

losses recognised directly in equity.

Deferred tax assets and liabilities are offset, irrespective of their maturity, when:

●

the Group is legally entitled to offset current tax assets and liabilities;

●

and the deferred tax assets and liabilities concern the same tax entity.

6.1 Analysis of income tax expense

2021

-2,951

-3,962

-6,913

2020

-2,859

-2,235

-5,095

2019

-4,370

-2,400

-6,770

(in thousands of euros)

Current tax

Deferred tax

Total income tax expense

In 2021, the current tax expense concerns profitable entities

and primarily Axway Gmbh in Germany for €1.6 million. The

entity in France was not profitable in 2021 and the current tax

expense represents the CVAE corporate value-added

contribution of €0.4 million. In the United States, the current tax

expense comprises State taxes of €0.3 million.

The deferred tax expense primarily comprises two

components: deferred tax liabilities recognised on temporary

differences pursuant to IFRS 15 of -€3.4 million and Axway

Software tax losses carried forward capitalised in France for

€1.8 million and Axway Inc. tax losses carried forward

derecognised in the United States for -€1.1 million.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 141

Consolidated financial statements

Notes to the consolidated financial statements

6.2 Reconciliation of the theoretical and effective tax charge

Accounting policies, judgements and estimates

The Group operates in several countries with different tax legislation and tax rates. The weighted average local tax rate of

Group companies can, therefore, vary year-on-year based on the relative amount of taxable results. These impacts are reflected

in the “Tax rate differences” line.

The Group has decided to recognise the CVAE corporate value-added contribution component of the CET regional economic

contribution in the income tax expense, in order to ensure consistency with the treatment of similar taxes in other countries.

This approach is also consistent with the position adopted by Syntec Informatique and published on 10 February 2010.

2021

9,604

2020

8,478

2019

5,406

(in thousands of euros)

Net income

Income tax expense

-6,913

16,517

27.37%

-4,521

-5,095

13,572

28.92%

-3,925

-6,770

12,176

32.02%

-3,899

Profit (loss) before tax

Theoretical tax rate

Theoretical tax expense

Reconciliation

Permanent differences

1,300

-2,642

2,352

1,723

-352

-939

-4,008

2,037

2,330

-617

-1,652

-3,439

1,474

2,734

-778

Impact of non-capitalised losses for the year

Use of non-capitalised tax loss carry forwards

Impact of research tax credits

CVAE reclassification (net of tax)

Capitalisation of prior year tax loss carry forwards

Tax rate differences – France/Other countries

Other

-3,594

-1,858

679

1,574

-487

826

-1,920

-116

-1,059

-5,095

37.54%

Actual tax charge

-6,913

41.85%

-6,770

55.60%

Effective tax rate

The reconciliation of the theoretical and effective tax expense

is based on the tax rate payable in France at Group parent

company level. This rate comprises the corporate tax rate of

26.50%, plus the social contribution on profits of 3.3%

representing an overall rate of 27.37%.

In addition, the parent company, Axway Software SA, rebilled

Group subsidiaries in respect of share-based payments

granted directly by it to subsidiary employees. These

programmes represent significant deductible expenses in 2021

and future years. Taxable profits of the year and future profits,

which underpin the recognition of tax losses carried forward,

have therefore been significantly reduced in France and the

United States.

In 2021, the effective tax rate is 41.85%, up on 2020 (37.54%).

Overall, in 2021, in jurisdictions with high effective tax rates,

tax profits were mainly generated in Germany. In France,

Axway Software recognised a tax loss for the period, in respect

of which a deferred tax asset was partially recognised at

31 December 2021. In jurisdictions with low tax rates, the US

subsidiary generated considerable taxable profits, while Ireland

generated tax losses.

Adjusted for the impact of share-based payments, the effective

income tax rate would have been in line with the theoretical

income tax rate.

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axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

6.3 Tax impact of gains and losses recognised directly in other comprehensive income

2021

2020

2019

Gross Tax impact

Net

Gross Tax impact

Net

Gross Tax impact

Net

(in thousands of euros)

Foreign exchange differences on net

investments in subsidiaries

4,027

4,027 -5,687

14,620 -14,784

-5,687

1,781

1,011

1,781

1,011

Calculated by difference

14,620

- -14,784

Foreign exchange gains

and losses

18,646

797

-216

18,646 -20,471

- -20,471

2,792

-899

285

2,792

-614

Actuarial gains and losses on pension plans

581

-600

170

-430

Total

19,444

-216

19,227 -21,071

170-20,901

1,893

2,178

6.4 Deferred tax assets and liabilities

6.4.1 Breakdown by maturity

31/12/2021

31/12/2020

31/12/2019

(in thousands of euros)

Deferred tax assets (DTA)

●

less than one year

1,077

13,540

14,616

-596

16,885

16,289

2,210

15,514

17,724

●

more than one year

Total DTA

Deferred tax liabilities (DTL)

●

less than one year

-1,121

-2,748

-645

-1,652

-490

●

more than one year

Total DTL

-3,870

10,747

-2,298

13,991

-489

17,235

Net deferred tax

Short-term deferred tax assets mainly relate to the intended

use of tax loss carry-forwards in 2022 by Axway Software in

France and Axway Inc. in the United States.

When estimating Axway Software’s deferred tax, account was

taken of the tax-rate reduction to 25% in accordance with the

French 2018 Finance Act.

Long-term deferred tax assets mainly relate to the intended

use of tax loss carry-forwards from 2023 to 2026 by Axway

Software and Axway Inc.

The other tax rates applied are prevailing tax rates at

31 December 2021 and particularly the 21% tax rate for

Axway Inc.

6.4.2 Change in net deferred tax

31/12/2021

31/12/2020

17,235

31/12/2019

18,812

-186

(in thousands of euros)

At 1 January

13,991

Changes in scope of consolidation

Tax – income statement impact

Tax – shareholders’ equity impact

Foreign exchange gains and losses

Other

-3,962

-215

934

-2,235

168

-2,400

534

-1,176

-2

249

227

At 31 December

10,747

13,991

17,235

The income tax impact in the income statement of €4.0 million

is presented in Note 6.1.

Foreign exchange gains of €0.9 million are mainly due to

fluctuations in the US dollar against the euro.

Income tax charged directly to equity reflects the tax impact of

actuarial gains and losses on retirement commitments for

€0.2 million.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 143

Consolidated financial statements

Notes to the consolidated financial statements

6.4.3 Breakdown of net deferred tax by type

31/12/2021

31/12/2020

31/12/2019

(in thousands of euros)

Differences related to consolidation adjustments

Actuarial gains and losses

-224

610

-21

1,123

-4,232

-172

996

Amortisation of revalued software packages

Fair value of amortisable allocated intangible assets

Discounting of employee profit-sharing

Tax-driven provisions

-4,047

-2,634

-30

-51

Capitalised tax losses

11,973

-13,563

260

10,411

-10,134

273

5,384

-2,720

278

Customer contract assets (IFRS 15)

Assets and liabilities on lease commitments (IFRS 16)

Provisions for contingencies (Group)

Other

-1,369

-1,109

-175

-1,339

-340

Temporary differences from tax returns

Provision for retirement benefits

Provision for “Organic” tax

1,986

1,893

1,842

Capitalised tax losses

13,267

1,369

414

14,432

1,109

415

14,128

1,339

466

Provisions for contingencies (Group)

Other

Total

10,747

13,991

17,235

The Group took account of local tax legislation when

determining the rate of consumption of tax losses, particularly

in France. The capitalisation of a deferred tax asset is limited

to 50% of the taxable temporary difference above €1 million.

Tax losses capitalised on consolidation

Tax losses of €12.0 million capitalised on consolidation are

attributable €11.2 million to Axway Software. Axway Software

capitalised tax losses totalled €9.8 million at 31 December

2020.

Axway Inc.: tax losses recognised in the United States are

capitalised in the amount of €63.2 million out of a total of

€127.1 million, including research and development tax credits.

Tax losses carried forward were capitalised based on expected

taxable profits over the coming five years and represent a

deferred tax asset of €13.3 million.

Tax losses capitalised in the Company accounts

Tax losses capitalised in the parent company financial

statements are attributable to Axway Inc. in the United States

for €13.3 million, a decrease on 31 December 2020. Axway

Ireland tax losses are no longer capitalised at the end of 2021

and Axway Inc. capitalised tax losses are down €1.1 million.

Axway Inc. reported a taxable profit of USD 12.3 million for

2021.

Forecasts of future taxable profits, justifying the capitalisation

or not of tax losses, were determined on the basis of

substantiating evidence, with detailed estimates in a five-year

business plan.

From 2022, the Group understands that the tax option provided

in Section 59(e) of the US Internal Revenue Code for the

capitalisation for tax purposes of research and development

expenses will become mandatory. At the end of 2021, the

Group has not modelled the application of Section 59(e) of the

US Internal Revenue Code in its forecasts, adopting a prudent

approach, as ongoing discussions at US Internal Revenue

Service level could call into question the mandatory nature of

this clause. This tax obligation would enable Axway Inc. to

generate additional taxable profits, supporting the deferred tax

assets recognised on tax losses carried forward at the end of

2021. Finally, the Group does not expect any changes in the tax

rates included in its assumptions at the end of 2021 in the

United States.

Three business plans were prepared for Axway Software SA,

Axway Inc. and Axway Ireland:

Axway Software SA: tax losses recognised in France are

capitalised in the amount of €43.2 million out of a total of

€65.5 million, including €10.3 million following the approval

obtained for Streamdata losses. These tax losses carried

forward were capitalised based on expected taxable profits

over the coming five years and represent a deferred tax asset

of €11.2 million, up €1.4 million on 31 December 2020.

Axway Software SA reported a tax loss of €11.5 million for

2021, mainly due to diverging revenue recognition methods

between the IFRS accounts and the local accounts for the

Customer Managed activity. These differences represented

€30.0 million in 2021. This revenue will primarily be recognised

in the local accounts in 2022, 2023 and 2024.

Axway Ireland: tax losses carried forward are not capitalised at

31 December 2021 due to the level of taxable profits expected

over the coming five years.

144

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axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

6.4.4 Deferred tax assets not recognised by the Group

31/12/2021

31,791

31/12/2020

24,610

31/12/2019

22,840

(in thousands of euros)

Tax losses carried forward

Temporary differences

Total

31,791

24,610

22,840

6.5 Maturity of tax losses carried forward

31/12/2021

18,592

9,077

31/12/2020

9,935

31/12/2019

3,889

(in thousands of euros)

Y+1

Y+2

15,917

3,513

Y+3

401

8,560

9,749

Y+4

3,440

1,732

8,949

Y+5 and subsequent years

Tax losses carried forward with a maturity date

Tax losses which may be carried forward indefinitely

Total

95,576

127,086

126,153

253,239

110,253

142,986

25,241

29,393

101,199

137,343

90,542

118,020

144,120

52,874

196,995

89,180

107,815

19,512

22,840

227,886

108,475

119,410

24,842

Deferred tax basis – portion used

Deferred tax basis – unused portion

Deferred tax – capitalised

Deferred tax – not capitalised

24,610

At 31 December 2021, deferred tax assets not recognised on

tax losses carried forward amounted to €29.4 million and

concerned the following entities: Axway Software in France

(€5.7 million), Axway Inc. in the United States (€11.0 million),

Axway Ireland (€3.6 million), Axway Srl in Italy (€3.3 million),

Axway Brazil (€2.3 million), Axway Romania (€1.9 million),

Axway Pte Ltd in Singapore (€0.7 million), Axway Hong Kong

(€0.6 million) and Axway UK (€0.3 million).

At 31 December 2020, capitalised tax losses totalled

US$17.6 million, while tax losses available for carry forward

not capitalised totalled US$72.3 million (tax base).

Axway Inc. tax losses carried forward essentially resulted from

the acquisition of Cyclone in 2006, Tumbleweed

Communications Corp. in 2008, Systar Inc. in 2014 and

Appcelerator Inc. in 2016. These losses are subject to an

overall time limit (20 years) as well as an annual limit on their

use (US$8.1 million) imposed by US tax regulations following a

change in shareholding structure.

Axway Software

At 31 December 2021, capitalised tax losses totalled

€11.2 million, while tax losses available for carry forward not

capitalised totalled €22.3 million (tax base).

Axway Inc. in the United States receives research tax credits.

These tax credits may be used to pay corporate income tax

due in the 20 years following the year in respect of which the

tax credits were recognised. Any excess not offset is not

reimbursed.

In 2021, Axway Software SA obtained the approval of the

French Public Finance Directorate General for the transfer of

Streamdata tax losses carried forward of €10.3 million. These

tax losses carried forward were not recognised by Axway

Software SA at 31 December 2021.

Axway Inc. research tax credits were received each year

between 2001 and 2021. At 31 December 2021, we estimate

the total amount of research tax credits available for offset

against taxable profits at US$52.6 million (tax base). These tax

credits are recorded in deferred tax assets not capitalised as

their probable date of utilisation is too far away. Based on

substantiating evidence and detailed business plan estimates,

the US$11.0 million in tax credits could be used between 2025

and 2041.

At 31 December 2020, capitalised tax losses totalled

€9.8 million, while tax losses available for carry forward not

capitalised totalled €7.1 million (tax base).

Axway Inc.

At 31 December 2021, capitalised tax losses totalled

US$15.0 million, while tax losses available for carry forward

not capitalised totalled US$59.4 million (tax base).

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 145

Consolidated financial statements

Notes to the consolidated financial statements

Note 7 Components of working capital requirements and other financial assets

and liabilities

7.1 Non-current financial and other assets

Accounting policies, judgements and estimates

The Group classifies its financial assets into the following categories:

●

assets measured at fair value through other comprehensive income (OCI);

●

assets measured at fair value through profit and loss;

●

assets measured at amortised cost.

Classification depends on the purposes for which financial assets are acquired. Based on the management model,

management decides on the appropriate classification at the time of initial recognition and reassesses this classification at

each interim or annual reporting date.

The financial assets recognised by the Group are as follows:

a. Assets measured at fair value through other comprehensive Income

This category comprises equity investments which the Group has elected to irrevocable classify in this category.

Changes in the fair value of these assets are recognised directly in equity and cannot be reclassified subsequently to the

income statement. These assets are not impaired.

The Group currently holds no assets classified in this category.

b. Assets measured at fair value through profit and loss

This category consists of non-derivative financial assets that the Group has elected not to measure at fair value through other

comprehensive income. It comprises financial assets held for trading (assets acquired primarily with a view to resale in the

near term) and mainly investment securities and other cash equivalents. Changes in the fair value of assets of this category are

recognised in the income statement in Other financial income and expense.

c. Assets measured at amortised cost (loans and receivables)

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active

market. They comprise the financial assets arising when the Group remits funds, or provides goods and services, to an

individual or entity. Loans and receivables are initially recognised at fair value then subsequently measured at amortised cost

using the effective interest method.

The Group has identified within this category:

●

long-term loans and receivables classified in non-current financial assets; and

●

short-term commercial receivables and other similar amounts. Current trade receivables remain measured at the nominal

value invoiced which generally equates to the fair value of the consideration to be received. Current trade receivables are

described in Note 7.2.

d. Impairment of financial assets

At each reporting date, the Group assesses whether there is objective evidence of impairment of a financial asset or group of

financial assets. The Group assess the credit risk associated with loans and receivables on issue. They may subsequently be

impaired if the Group expects their expected recoverable amount to be less than their net carrying amount. Impairment of

commercial receivables is recognised in the income statement and reversed in the event of a favourable change in the

recoverable amount in Profit on operating activities. Impairment of loans and deposits is recorded in Other financial income and

expense. The procedure for the impairment of commercial receivables is presented in Note 7.2.

The Group’s non-current financial and other assets mainly consist of loans and receivables.

31/12/2021

2,710

31/12/2020

2,297

31/12/2019

2,970

(in thousands of euros)

Loans and receivables

Non-current prepaid expenses

Total non-current financial and other assets

6,108

6,326

2,119

8,817

8,622

5,089

Non-current prepaid expenses consist of costs of obtaining contracts as presented in Note 4.1. They total €6.1 million at

31 December 2021 compared to €6.3 million at 31 December 2020.

146

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axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

31/12/2021

31/12/2020

502

31/12/2019

(in thousands of euros)

Other non-current receivables

819

1,890

2,710

Deposits and other non-current financial assets

Total loans, deposits and other non-current financial assets – net value

1,794

2,958

2,297

2,970

Deposits and other non-current financial assets consist mainly of guarantees given for leased premises. These non-interest bearing

deposits are maintained at their nominal value, given that the effect of discounting is not significant.

Other non-current receivables concern the market-making agreement with Kepler.

7.2 Trade receivables and related accounts

Accounting policies, judgements and estimates

This line item comprises short-term commercial receivables and other similar amounts.

Current trade receivables are initially measured at the nominal value invoiced which generally equates to the fair value of the

consideration to be received. The impact of discounting would be negligible given that the Group’s average credit period is sixty

days.

The credit risk analysis pursuant to IFRS 9, Financial instruments, does not identify any significant impact.

The nature of the Group’s customers, which exhibit a low credit risk, and the policy of recording a systematic impairment for

receivables beyond a certain maturity, enables the Group to take account of the credit risk on trade receivables. Trade

receivables are impaired as follows: 50% for invoices past due more than six months and 100% for invoices past due more than

12 months.

To avoid the overstatement of asset and liability accounts, deferred income concerning periods after 1 January following the

reporting date (1 January 2022 for this period) and the corresponding trade receivables not settled at the reporting date

(31 December 2021) were offset in the balance sheet.

Services rendered but not yet, or only partially, invoiced are recorded in the balance sheet under Trade receivables in Accrued

income (see Note 4.1).

31/12/2021

50,350

31/12/2020

50,783

31/12/2019

60,128

(in thousands of euros)

Trade receivables and related accounts

Provision for doubtful receivable

Trade receivables-net value

Customer contract assets

Total

-1,026

-1,686

-1,413

49,324

55,778

49,097

38,988

58,715

13,177

105,102

88,085

71,893

DSO for Trade receivables and related accounts: 121 days

DSO for Customer contract assets: 63 days

Net trade receivables, expressed in days sales outstanding,

corresponded to 121 days at 31 December 2021, up compared

to the end of 2019 (95 days). This ratio is calculated by

comparing Net trade receivables with revenue generated during

the year. This increase can be analysed as follows.

Movements during the period in a customer contract assets

reflect the emergence of invoicing rights transforming

customer contract assets into trade receivables and revenue

recognition leading to the emergence of new customer

contract assets (Customer Managed Subscriptions).

The DSO for this line item at 31 December 2021 is 63 days,

compared to 41 days at 31 December 2020. This increase is

due to strong growth in Customer Managed revenue in 2021.

DSO for Trade receivables, net: 57 days

DSO is 57 days, stable on fiscal year 2020 (54 days). This

stability is due to the ongoing transformation of the business

model, which generates more accrued income tied to

Customer Managed contracts.

7.2.1 Maturity of trade receivables

Of which:

not past

due at the

Of which: not impaired at the reporting date but past due as follows

Carrying

amount

less than

between 30

between 61

between 91 between 181

more than

360 days

reporting date

30 days and 60 days and 90 days and 180 days and 360 days

(in thousands of euros)

Trade receivables

50,350

40,144

5,610 2,475 876 715 59

470

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 147

Consolidated financial statements

Notes to the consolidated financial statements

7.2.2 Changes in provisions for doubtful receivables

31/12/2021

1,686

516

31/12/2020

1,413

934

31/12/2019

1,399

1,054

-1,083

(in thousands of euros)

Impairment of trade receivables at start of period

Charges

Reversals

-1,231

-610

Changes in scope of consolidation

Translation adjustments

-50

Impairment of trade receivables at end of period

1,026

1,686

1,413

7.3 Other current receivables

31/12/2021

427

31/12/2020

500

31/12/2019

489

(in thousands of euros)

Employees and social security bodies

Tax receivables (other than income tax)

Income tax

10,190

1,633

14,701

1,479

13,952

2,153

Other receivables

2,403

2,713

3,014

Advance lease payments – IFRS 16

Prepaid expenses

-20

-22

13,173

27,806

12,796

32,167

13,593

33,179

Total other current assets

Tax receivables total €10.5 million and mainly concern

research tax credits obtained in France (€6.3 million) and

Ireland (€1.2 million).

Tax receivables: research tax credit

CIR research tax credit receivables are sold to Credit Agricole

since 2017. Research tax credit receivables pre-dating 2017

were sold to Natixis.

Prepaid expenses are stable and mainly due to the spreading

of commission on Subscription revenue. This current prepaid

commission represents capitalised costs of obtaining

contracts which are presented in Note 4.1.

Financing received for research tax credit receivables sold can

be summarised as follows:

Repaid by the tax authorities:

(in thousands of euros)

Amount

of CIR

financed

CIR receivable

finance company

Fiscal year

Year of CIR financed

Year

Amount

CIR research tax credit repaid by the tax authorities

2011

2012

2013

2014

2015

2016

2017

5,793

3,578

6,538

7,573

8,993

9,068

10,216

Natixis

2015

2016

2017

2018

2019

2020

2021

In the amount expected

2014

Natixis

2015

2016

2017

2018

Natixis

Crédit Agricole

CIR research tax credit not yet repaid by the tax authorities

2019

2020

2021

2018

7,890

8,254

7,960

Crédit Agricole

2019

2020

At 31 December 2021, receivables sold to Credit Agricole and

not yet repaid by the tax authorities total €24,104 thousand.

Our analysis demonstrated that derecognition is acceptable in

that the tax risk is considered immaterial. Axway Software was

the subject of two tax audits covering fiscal years 2009 to

2011 and fiscal years 2014 to 2016. These audits did not

identify any adjustments to the research tax credit amounts

reported. The methods for determining projects and

expenditure eligible for research tax credits and their review by

our teams are unchanged since these tax audits.

Analysis of the derecognition of research tax credit

receivables

The main criteria for derecognition is the transfer of

substantially all the risks and rewards associated with the

receivable. While the credit risk and late payment risk are

effectively transferred to Crédit Agricole, the tax risk is not

transferred. In the event the French State challenges the

amounts reported, our contract with Crédit Agricole provides

for the reimbursement of the rejected research tax credits.

On this basis, we consider that the financing of transferred

research tax credits can be derecognised.

148

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axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

7.4 Other non-current liabilities

Accounting policies, judgements and estimates

Services invoiced but not yet fully rendered (Customer contract liabilities) are recorded in the balance sheet in Other non-current

liabilities for the portion more than one year (Deferred income) (see Note 4.1).

31/12/2021

205

31/12/2020

743

31/12/2019

1,300

(in thousands of euros)

Other non-current debts

Customer contract liabilities - non-current

Sub-total other non-current liabilities

Other provisions for contingencies and losses - non-current

Total other non-current liabilities including non-current provisions

1,524

1,667

4,257

1,729

8,043

2,410

5,556

8,351

7,534

9,772

10,761

13,090

Movements concern Maintenance revenue and reflect:

Provisions for retirement termination benefits total €6.9 million

(see Note 5.3 b) and are recorded in Other provisions for

contingencies and losses. Provisions for contingencies and

losses of €0.3 million (see Note 10) and provisions for other

long-term employee benefits in Italy of €0.8 million are also

included in Other provisions for contingencies and losses.

●

transfer of prior-year liabilities to current deferred income;

and

●

the emergence of new liabilities as a result of services

invoiced but not yet fulfilled.

The majority of non-current deferred income at 31 December

2020 was transferred to current deferred income in 2021.

7.5 Trade accounts payables

31/12/2021

2,245

31/12/2020

2,918

31/12/2019

7,131

(in thousands of euros)

Trade payables

Accrued expenses

8,654

10,860

9,486

Total trade accounts payables

10,899

13,778

16,617

7.6 Current deferred income

Accounting policies, judgements and estimates

Current deferred income, representing customer contract liabilities, is presented in Note 4.1. Movements reflect:

●

the recognition of prior-year deferred income in revenue;

●

the transfer of prior-year non-current deferred income to current deferred income;

●

the emergence of new liabilities as a result of services invoiced but not yet fulfilled.

To avoid the overstatement of asset and liability accounts, the Group offset the following items in the balance sheet:

●

deferred income concerning periods after 1 January following the reporting date (1 January 2022 for this period); and

the corresponding trade receivables not settled at the reporting date (31 December 2021).

●

31/12/2021

55,826

31/12/2020

54,692

31/12/2019

60,567

(in thousands of euros)

Customer contract liabilities

Total current customer contract liabilities

55,826

54,692

60,567

The majority of deferred income at 31 December 2020 was

recognised in revenue in 2021.

attrition on these contracts as part of the transformation of the

business model.

Deferred maintenance income is stable overall (+€0.3 million).

It is down at constant exchange rates due to the expected

Deferred Subscription income increased €1.9 million between

2020 and 2021. This increase is consistent with the growth in

Subscription activities (“Axway Managed”).

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 149

Consolidated financial statements

Notes to the consolidated financial statements

7.7 Other current liabilities

31/12/2021

125

31/12/2020

276

31/12/2019

1,323

(in thousands of euros)

Amounts payable on non-current assets

Advances and payments on account received for orders

Employee-related liabilities

Tax-related liabilities

105

24,945

6,313

34,122

5,840

29,607

7,690

Income tax

1,151

1,369

1,327

Other liabilities

2,525

2,640

3,077

Total other current liabilities

35,145

44,353

43,112

The decrease in employee-related liabilities is partly due to the fall in provisions for bonuses and commission in respect of

contracts signed at the year end.

Note 8 Property, plant and equipment, and intangible assets

8.1 Goodwill

Accounting policies, judgements and estimates

Goodwill

For each business combination, the Group may elect to recognise under balance sheet assets:

●

either partial goodwill (corresponding only to its percentage ownership interest);

●

or full goodwill (also including the goodwill corresponding to non-controlling interests).

This choice is made individually for each acquisition. The business combination method is presented in Note 8.1.2.

Should the calculation of goodwill result in a negative difference (in the case of an acquisition conducted under advantageous

conditions), the Group recognises the resulting gain as a bargain purchase in profit or loss, after having verified that all assets

and liabilities were correctly identified.

Goodwill is allocated to a single cash-generating unit for the purpose of impairment testing under the conditions detailed in

Note 8.2.2. Tests are performed whenever there is an indication of impairment loss and systematically at the reporting date

(31 December).

Business combinations

The Group applies IFRS 3 (revised) to the identified assets acquired and liabilities assumed as a result of business

combinations. The acquisition of an asset or a group of assets that does not constitute a business combination is recognised

in accordance with the standards applicable to these assets (IAS 38, IAS 16 and IFRS 9).

Since IFRS 3, revised, entered into mandatory effect on 1 January 2010, the Group applies the following principles:

●

transaction costs are immediately expensed under Other operating expenses when they are incurred;

●

for each business combination, the Group determines whether to opt for recognition of “full goodwill”, i.e. including the share

of goodwill attributable to non-controlling interests at the acquisition date (measured at fair value), or “partial goodwill”,

which amounts to measuring the share of goodwill attributable to non-controlling interests in proportion to those interests’

share in the fair value of the identifiable net assets acquired;

●

any potential price adjustment is estimated at its fair value on the acquisition date. This initial measurement can be adjusted

subsequently through goodwill only where there is new information relating to circumstances existing at the acquisition date,

and the new measurement is made during the measurement period (12 months). Any adjustment to the financial liability

recognised after the measurement period in respect of earn-outs, where it does not meet these criteria, is recognised through

Group comprehensive income.

All business combinations are recognised by applying the acquisition method, which consists of:

●

measuring and recognising at fair value at the acquisition date the identifiable assets acquired and liabilities assumed. The

Group identifies and allocates these items on the basis of contractual provisions, economic conditions and its accounting

and management principles and procedures;

●

measuring and recognising at the acquisition date the difference referred to as “goodwill” between:

●

the sum of the purchase price for the company acquired plus the amount of any non-controlling interests in that entity, and

●

the net amount of the recognised identifiable assets acquired and liabilities assumed.

The acquisition date is the date on which the Group effectively obtains control of the company acquired.

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ﬁnancial

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Axway Software

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and share ownership

Combined General

Meeting of

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Corporate

governance

Notes to the consolidated financial statements

The purchase price of the acquiree corresponds to the fair value, at the acquisition date, of components of consideration

remitted to the seller in exchange for control of the acquiree, to the exclusion of any components serving as consideration for

any transaction separate from the attainment of control.

If the initial accounting of a business combination can only be determined provisionally before the end of the reporting period

in which the combination was performed, the acquirer recognises the combination using provisional values. The acquirer must

then recognise adjustments to these provisional values following completion of initial accounting within 12 months of the

acquisition date.

8.1.1 Changes in goodwill

The principal movements in 2020 and 2021 were as follows:

Gross value

358,555

Impairment

Net

349,976

(in thousands of euros)

31 December 2019

Acquisitions

8,580

Translation adjustments

31 December 2020

Acquisitions

-19,598

338,958

-19,670

330,306

8,652

Translation adjustments

31 December 2021

17,982

356,940

-38

18,020

348,326

8,613

8.1.2 Determining goodwill for business combinations

No acquisitions were performed in 2020 and 2021.

8.1.3 Translation adjustments

Changes in exchange rates on goodwill relate mainly to fluctuations in the euro against the following currencies:

31/12/2021

18,459

-415

Change euro/currency (in thousands of euros)

31/12/2020

-20,421

777

31/12/2019

4,559

U S D

S E K

-354

Other currencies

Total

-23

-26

-37

18,020

-19,670

4,167

8.2 Impairment tests

Accounting policies, judgements and estimates

Cash-generating units

Under IAS 36, Impairment of assets, an impairment test must be conducted at each reporting date where there is indication of

impairment of an asset. Where there is such an indication, the entity must estimate the recoverable amount of the asset.

Irrespective of whether there is any indication of impairment, an entity must also:

●

test annually intangible assets with indefinite useful lives;

●

test annually the impairment of goodwill acquired in a business combination.

In practice, impairment testing is most relevant to goodwill, which comprises the main portion of Axway Software’s

consolidated balance sheet non-current assets.

Impairment testing is performed at the level of the cash generating units (CGU’s) to which assets are allocated. A cash

generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash

inflows from other assets or groups of assets.

The Axway Group provides IT solutions enabling the automatic management of data exchange within and outside companies.

Axway has developed partly by external growth in recent years, and its main acquisitions were as follows: Cyclone Commerce

in the United States in 2006, Actis in Germany in 2007, Tumbleweed in the United States in 2008, Vordel in Ireland in 2012,

Systar in France in 2014, Appcelerator in the United States in 2016, Syncplicity in the United States in 2017 and Streamdata.io in

France in 2019.

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Consolidated financial statements

Notes to the consolidated financial statements

All of the products developed, whether internally through research and development or resulting from acquisitions are

integrated in a common technical platform.

The Axway Group has therefore developed a catalogue of largely independent products through acquisitions and investment in

research and development. Purchased products were developed and integrated with other purchased products or products

developed internally.

Axway products do not target a specific market. There is no active market for each Group asset. All Group products target all

markets in which Axway operates. All Group assets target all Group customers wherever they are located. Our customers are

often international groups that purchase Axway products for all their subsidiaries.

In view of the global nature of products and markets, a breakdown by country of the contribution to Axway Group’s results

would not be meaningful. Cash inflows from business in different countries are not therefore considered to be separate from

cash inflows generated by the activities of other countries. Axway as a whole is therefore considered as the smallest grouping

of assets that generates broadly independent cash inflows. Since Axway operates as a global software developer on a global

market, the Group is treated as a single cash-generating unit for the purposes of impairment testing.

Axway has chosen to operate as a global software developer whose main markets are the USA and Europe. We are positioned

in a highly integrated business sector: the development and marketing of a suite of infrastructure software enabling data

exchange within and outside companies. Our sales teams are organised by country, region, vertical, programme or expertise

within or outside a country’s traditional borders. Our Marketing Department is responsible for strategic management and the

go-to-market for all of Axway, supporting marketing campaigns conducted at both global and local level. The product

development teams and the customer support teams are located across nine countries, with each team responsible for several

products. Our intellectual property, both purchased and developed, is constantly integrated into new product offerings or the

unified platforms. We do not therefore monitor any separate cash-generating units, other than at consolidated level. The Group

is therefore treated as a single cash-generating unit for the purposes of impairment testing.

Methods for measuring value-in-use

In accordance with IAS 36, where the carrying amount of a cash-generating unit to which goodwill has been allocated is tested

for impairment and exceeds its fair value less costs to sell (or where it is not possible to determine the fair value less costs to

sell), the carrying amount of the CGU is compared to its value-in-use.

The value-in-use is determined by discounting future cash flows (DCF method).

In order to reflect, over an appropriate period, the impacts of the transformation of our economic model, from a model based

on the sale of licenses to a Subscription model, a five-year business plan was drafted. A declining growth rate was then applied

progressively over the extrapolation period as authorised by IAS 36.33 (c). In this way, the perpetual growth rate is not

immediately applicable after the five-year business plan. The perpetual growth rate is applied to the terminal value calculated

based on the last year of the extrapolation period.

The discounted cash flow method is applied using forecast five-year business plans and trend assumptions for working capital

and investment.

The terminal value of the CGU was calculated based on the last flows modelled, using two major financial parameters: the

perpetual growth rate and the discount rate.

By discounting these cash flows we obtain the enterprise value. The equity value is then calculated by deducting debt and

adding cash and cash equivalents.

Measurement of impairment losses

Impairment losses are recognised to the extent of any excess of a CGU’s carrying amount over its recoverable amount.

Impairment losses are first allocated against goodwill and are charged to the income statement in Other operating income and

expenses. Impairment losses on goodwill cannot be reversed.

Axway’s fair value based on its market capitalisation at 31 December 2021 is €581.9 million (€570.3 million less 2% selling costs),

which exceeds the value of consolidated equity. Axway’s value in use need not therefore necessarily be determined at 31 December

2021.

Pursuant to IAS 36, Asset impairment, Axway’s value in use need not necessarily be determined at 31 December 2021. Nonetheless,

given the continuation of the COVID-19 pandemic and in line with 2020 recommendations, the Group understands the need for

transparency in a context of low visibility of the future development of this health crisis and its impacts on the economy.

Therefore, for information purposes, Axway’s value in use was determined at 31 December 2021 in accordance with these

recommendations.

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share capital

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Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

The IAS 36 asset impairment test methodology described below was adapted to the level of risk. This methodology is based on the

definition of a single scenario estimated by Management.

At 31 December 2020, the Axway fair value based on its market capitalisation was €576.5 million at a share price of €27

(€564.9 million less 2% selling costs). This market capitalisation therefore exceeds the value of consolidated equity. The Group

considered that the impacts of the COVID-19 crisis represented an indication of loss in value and for information purposes, Axway’s

value in use was determined at 31 December 2020.

Test carried out

The business plans mainly comprise internal data defined by Axway management based on their knowledge of the markets where

Axway operates and taking account of the economic outlook.

These assumptions are compared each year with actual performance. If actual Group performance differs significantly from

performance forecast in the business plans, for better or worse, the business plan assumptions are revised for subsequent years.

Following on from the impairment test performed in 2018 covering a ten-year period (2019 to 2028), the 2021 impairment test is

based on a seven-year period (2022 to 2028), comprising a five-year business plan (2022-2026) and a two-year extrapolation period

(2027-2028).

In accordance with the Group methodology, detailed above, the 2021 impairment test on non-current assets grouped together in the

Axway cash-generating unit, was performed in three stages:

I. for years 1 to 5: application of the discounted cash flow method using the forecast business plan for fiscal years 2022 to 2026

and trend assumptions for working capital and investment;

II. for years 6 to 7: an extrapolation period, based on a two-year projection of 2026 cash flows (2027 to 2028), using an annual

growth rate declining progressively from the sixth to the seventh year;

III. from year 8 onward: cash flows are calculated by applying a perpetual growth rate of 2.30% to the last modelled flow in 2028.

This rate reflects forecast long-term real economic growth, adjusted for forecast long-term inflation.

Impairment testing carried out at the end of 2019, 2020 and 2021 did not lead to the recognition of an impairment loss.

For fiscal year 2021, the value-in-use calculated according to the discounted cash flow method amounted to €771.0 million, with a

discount rate of 7.75% and a perpetual growth rate of 2.30%. The discount rate is the result of the uniform average of analysts’

weighted average cost of capital components and intermediary approaches. The perpetual growth rate is equal to the uniform

average of analysts’ rates.

Discount rate

Value (in thousands of euros)

7.25%

802,452

856,303

919,624

7.75%

727,354

770,955

821,463

8.25%

664,136

700,004

741,041

1.90%

2.30%

2.70%

Perpetual growth rate

The fair value less costs to sell of the Axway cash-generating

unit was determined from its market capitalisation. The costs

to sell are estimated at 2% of Axway’s fair value. Thus, at the

closing rate on 31 December 2021, the fair value of the Axway

CGU, i.e. its market capitalisation, was €581.9 million, and the

fair value less costs to sell was €570.3 million. The recoverable

amount of Axway’s CGU was therefore €771.0 million and

corresponds to its value-in-use.

€372.2 million. Based on the above, the recoverable amount is

higher than the carrying amount, and it was not therefore

necessary to recognise any impairment of the goodwill and

intangible assets allocated to the Axway cash-generating unit

at 31 December 2021.

For fiscal year 2020, impairment testing led to the retention of

goodwill values. The recoverable amount of Axway’s CGU was

€723.4 million. Market capitalisation less costs to sell was

€564.9 million compared to consolidated shareholders’ equity

of €355.5 million.

The carrying amount of the Axway CGU is the amount of its

consolidated shareholders’ equity at 31 December i.e.

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Consolidated financial statements

Notes to the consolidated financial statements

8.3 Other intangible assets

Accounting policies, judgements and estimates

Assets purchased separately

Assets purchased separately comprise software packages recorded at purchase cost and amortised on a straight-line basis

over one to ten years depending on their estimated useful lives.

Assets acquired as part of a business combination

These assets comprise software packages, customer bases, brands and distributor relations. They are recognised at fair value

on the allocation of the purchase price of entities acquired in business combinations. These assets are amortised on a

straight-line basis over 5 to 15 years, depending on their estimated useful lives.

Assets generated internally

In application of IAS 38, Intangible assets:

●

all research expenses are recognised as charges in the year they are incurred;

●

software package development costs are capitalised if the six following conditions are satisfied:

●

it must be technically feasible to complete development of the intangible asset so that it will be available for use or sale,

●

the Group must have the intention of completing development of the intangible asset and of using or selling it,

●

the Group must be able to use or sell the intangible asset,

●

the Group must be able to demonstrate that the intangible asset will generate probable future economic benefits,

●

the Group must provide adequate technical, financial and other resources to complete the development and to use or sell

the intangible asset,

●

the Group must be able to measure reliably the expenditure attributable to the intangible asset during its development.

No development expenses for software packages are recognised under intangible assets if any one of the above conditions are

not met.

In view of the specific nature of the software development business, the determining criteria is the technical feasibility of

completing the product and the manner in which the asset will generate probable future economic benefits.

The risks and uncertainties inherent to software development do not allow the technical feasibility of a product to be

demonstrated before a demo version that can be shown to a prospective customer is available. The differences between a

demo version and the final version are generally minor, which means that the costs incurred in this development phase, which

may be capitalised, are not significant.

Changes in intangible assets are presented below:

Customer base

Technologies

Brands

Other

Total

(in thousands of euros)

Gross value

31 December 2019

Translation adjustments

Acquisitions

42,615

47,402

258

19,951

110,225

-2,077

-2,828

-22

-560

-5,487

118

Disposals

Other movements

Changes in scope of consolidation

31 December 2020

Translation adjustments

Acquisitions

19,509

210

104,857

4,358

40,538

44,573

236

1,572

2,557

Disposals

-1,075

Other movements

Changes in scope of consolidation

31 December 2021

Amortisation

42,110

47,130

256

18,658

108,154

31 December 2019

Translation adjustments

Charges

29,694

-1,694

3,701

27,086

-1,792

4,461

258

-22

19,275

-246

76,313

-3,753

8,941

779

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share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

Customer base

Technologies

Brands

Other

Total

(in thousands of euros)

Reversals

Other movements

Changes in scope of consolidation

31 December 2020

Translation adjustments

Charges

19,809

200

31,701

29,755

236

81,501

3,432

9,234

-1,086

1,408

1,804

4,232

4,394

608

Reversals

-1,086

Other movements

Changes in scope of consolidation

31 December 2021

Net value

37,341

35,954

256

19,530

93,081

31 December 2020

31 December 2021

8,837

4,769

14,818

11,176

-300

-872

23,356

15,073

This line item mainly includes intangible assets (customer bases, technologies, brands) allocated during the purchase price

allocation process following business combinations. Amortisation of these allocated intangible assets is recorded in Profit from

recurring operations.

Charges of €9.2 million in 2021 comprise impairment of Appcelerator Titanium, the Group having decided to stop marketing this

product and impairment of the Syncplicity activity following the loss of legacy customers (see Note 4.4).

Allocated intangible assets break down as follows:

Residual periods of amortisation

Tumbleweed – Technologies (purchased in September 2008)

Vordel – Relations clients (purchased in November 2012)

Systar – Technologies (purchased in April 2014)

2 years

1 year

Between 0 and 2 years

4 years

Systar – Customer base (purchased in April 2014)

Appcelerator – Technologies (purchased in January 2016)

Syncplicity – Technologies (purchased in March 2017)

Syncplicity – Customer base (purchased in March 2017)

Streamdata – Technologies (purchased in April 2019)

3 years

5 years

10 years

7 years

No expenditure incurred in developing the Group’s solutions and software packages was capitalised, either in 2021 or in previous

years.

In 2021, research and development expenditure recognised in the income statement totalled €55.3 million, or 19.4% of revenue.

In 2020, research and development expenditure recognised in the income statement totalled €60.4 million, or 20.3% of revenue.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 155

Consolidated financial statements

Notes to the consolidated financial statements

8.4 Property, plant and equipment

Accounting policies, judgements and estimates

Property, plant and equipment essentially comprise fixtures and fittings, office furniture and equipment and IT facilities.

Items of property, plant and equipment are measured at acquisition cost less accumulated depreciation and any impairment

losses. No items have been revalued.

Depreciation is calculated on a straight-line basis over the expected useful lives of each non-current asset category.

Depreciation is calculated based on the asset acquisition cost after deducting any residual value. Residual asset values and

expected useful lives are reviewed at each reporting date.

IT facilities are scrapped each year after taking inventory. The amount of these assets is recorded in disposals. Exits from

premises for which the lease is not renewed are also included in disposals.

Expected useful lives of various PP&E categories

Fixtures and fittings

IT facilities

3 to 10 years according to the lease terms

3 to 5 years

Furniture and office equipment

5 to 10 years

Furniture, fixtures and fittings

IT facilities

Total

(in thousands of euros)

Gross value

31 December 2019

Translation adjustments

Acquisitions

12,529

-565

5,987

-3,516

-536

28,193

-991

1,745

-196

536

40,722

-1,556

7,731

-3,712

Disposals

Other movements

Changes in scope of consolidation

31 December 2020

Translation adjustments

Acquisitions

13,899

465

29,286

643

43,186

1,108

2,706

-7,337

281

2,425

-7,040

666

Disposals

-297

-666

Other movements

Changes in scope of consolidation

31 December 2021

Depreciation

13,682

25,981

39,663

31 December 2019

Translation adjustments

Charges

7,452

-159

1,218

20,765

28,217

-985

4,234

-826

3,016

Reversals

Other movements

Changes in scope of consolidation

31 December 2020

Translation adjustments

Charges

-3,707

-3,701

22,960

547

4,804

27,765

622

1,339

2,915

4,254

Reversals

Other movements

Changes in scope of consolidation

31 December 2021

Net value

-222

-7,028

-7,249

5,996

19,395

25,391

31 December 2020

31 December 2021

9,095

6,326

15,421

7,687

6,585

14,272

In 2021, Group investments in property, plant and equipment totalled €2.7 million and mainly concerned IT facilities (central

systems, workstations and networks) for €2.4 million.

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Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

Note 9 Leases

Accounting policies, judgements and estimates

Leases are recognised in the balance sheet at the lease start date, which is the date at which the lessor makes the underlying

asset available to the lessee. Leases lead to the recognition of a Lease right-of-use asset in balance sheet assets and a Lease

liability in balance sheet liabilities.

The lease liability is equal to the present value of future lease payments discounted over the lease term at either the implicit

rate in the lease, or the incremental borrowing rate of the lessee. The contract term takes into account firm periods and any

renewal or termination options that are reasonably certain to be exercised.

At the lease start date, the lease right-of-use asset is equal to the lease liability. This value is potentially corrected for any initial

direct costs incurred to obtain the contract, payments in advance, advantages received from the lessor at that date and any

costs that the lessee will be required to incur to dismantle and remove the underlying asset.

Future minimum lease payments include fixed lease payments, variable lease payments that depend on an index or a rate,

residual value guarantees and the price of exercising a purchase option and termination or non-renewal penalties, where the

Group reasonably expects to exercise or not exercise these options. Certain of these amounts may change during the course of

the lease, resulting in an upward or downward revaluation of the lease liability and the right-of-use asset. The payments do not

include any service components potentially included in the lease which continue to be expensed to income.

In the balance sheet, Lease liabilities are split between current and non-current liabilities. Lease right-of-use assets are

depreciated on a straight-line basis over the lease term or the useful life of the underlying asset, if the lease transfers

ownership of the asset to the lessee or if the lessee is reasonably certain to exercise a purchase option.

In the income statement, depreciation is included in Depreciation and amortisation, provisions and impairment under Profit on

ordinary activities. The net interest on the lease liability is presented separately in Other financial income and expense.

In the statement of cash flows, depreciation is included in Depreciation and amortisation, provisions and impairment under Net

cash from (used in) operating activities. The change in the lease liability (lease payments made) and the net interest on the

lease liability are recorded under Net cash from (used in) financing activities.

Finally, by exception, short-term leases of a period of less than 12 months and leases of low value assets with an individual

value of less than US$5,000, are expensed directly to income and not therefore restated in the balance sheet. Similarly, variable

lease payments based on use of the underlying asset or revenue generated by use of the underlying asset are expensed directly

to income.

9.1 Lease right-of-use asset by category

Leased properties

Leased vehicles

Total

(in thousands of euros)

Gross value

31 December 2020

38,252

1,078

39,330

Changes in scope of consolidation

Acquisitions

191

152

-83

343

Disposals – assets scrapped

Translation adjustments

31 December 2021

Depreciation

-189

988

-271

988

39,242

1,145

40,387

31 December 2020

-9,820

-575

-10,395

Changes in scope of consolidation

Operating allowance

Disposals – assets scrapped

Translation adjustments

31 December 2021

Net value

-6,017

-266

-6,283

-252

-16,087

-252

-16,842

-755

31 December 2020

28,432

23,156

503

389

28,935

23,545

31 December 2021

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Consolidated financial statements

Notes to the consolidated financial statements

In the context of the restructuring of the Santa Clara offices in the United States (see Note 4.5, Other operating income and

expenses), the Group impaired the net carrying amount of the lease right-of-use asset in the amount of €0.7 million.

9.2 Debt maturity of lease liabilities

Breakdown of non-current liabilities

1 to

2 years

2 to

3 years

3 to

4 years

4 to

5 years

Beyond

5 years

Carrying amount

33,366

Current

6,167

Non-current

27,198

(in thousands of euros)

Lease liabilities

5,371

5,387

4,554

4,065

7,821

Note 10 Provisions

Accounting policies, judgements and estimates

A provision is recognised when an obligation exists with respect to a third party originating prior to the reporting date and when

the loss or liability is probable and may be reliably estimated.

As provisions are estimated based on risks or future expenses, their amounts are uncertain and may be adjusted in future

periods. Provisions are discounted if the impact of discounting is material.

In the specific case of restructurings, an obligation is recognised when the restructuring has been announced and a detailed

plan prepared or implementation commenced. These costs essentially comprise severance payments, early retirement

payments, the cost of notice periods not worked, the cost of training individuals prior to departure and other costs relating to

site closures.

Non-current assets scrapped and impairments of inventory and other assets directly relating to restructuring measures are also

recognised in restructuring costs.

10.1 Current and non-current provisions

Reversals for Reversals for

Charge

for the

year

the year

(provisions

used)

the year

(unused

provisions)

Change in scope

01/01/2021 of consolidation

Other

movements

31/12/2021

535

(in thousands of euros)

Provisions for disputes

538

130

-50

-12

-0

Provisions for guarantees

Other provisions for contingencies

130

116

Sub-total provisions for

contingencies

766

-50

-12

781

Tax provisions

Restructuring provisions

Other provisions for losses

Sub-total provisions for losses

Total

111

876

-5

108

889

-5

-55

-12

Impact (net of expenses incurred)

Profit from recurring operations

Operating profit

-12

Net financial income

Tax expense

Total

-12

●

Provisions for disputes mainly relate to labour arbitration

proceedings and employee severance payments

(€535 thousand at 31 December 2021).

Other provisions for contingencies cover costs relating to

premises in Germany and the United States for a total of

€116 thousand.

●

Provisions for guarantees reflect an obligation to our

customers in Germany to cover potential guarantee risks of

€130 thousand;

No restructuring provisions were recognised at 31 December

2021.

Other provisions for losses comprise seniority provisions in

Germany for €108 thousand.

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and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

10.2 Contingent liabilities

Accounting policies, judgements and estimates

To the extent that a loss or liability is not probable or may not be reliably estimated, a contingent liability is disclosed by the

Group in commitments given.

There are no contingent liabilities at 31 December 2021.

Note 11 Financing and management of financial risks

11.1 Cost of net financial debt

2021

2020

2019

246

(in thousands of euros)

Income from cash management

Interest expense

-560

-665

-963

Cost of financial debt

-491

-811

-604

-809

-717

Net interest on lease liabilities

Total cost of net financial debt

-834

-1,302

-1,413

-1,551

In 2021, interest expenses primarily concern interest on the Revolving Credit Facility (RCF).

11.2 Other financial income and expense

Accounting policies, judgements and estimates

Foreign exchange gains and losses mainly relate to commercial transactions denominated in foreign currencies.

Foreign exchange gains and losses relating to inter-company loans are considered an integral part of the Group’s net

investment in the foreign subsidiaries in question. These foreign exchange gains and losses are recorded as a separate

component of equity under the heading Translation reserves in accordance with IAS 21.

2021

643

-2

2020

-2,503

-2

2019

-223

(in thousands of euros)

Foreign exchange gains and losses

Reversal of provisions

Other financial income

Total foreign exchange gains/losses and other financial income

Charges to provisions

685

-0

-2,505

-1

-141

-5

Discounting of retirement benefit commitments

Change in the value of derivatives

Other financial expenses

-90

-120

178

-235

171

-354

-423

-564

127

-181

-144

541

-209

-152

-2,657

Total other financial expenses

Total other financial income & expense

A breakdown of the line item Discounting of retirement benefit commitments is presented in Note 5.3

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Consolidated financial statements

Notes to the consolidated financial statements

11.3 Cash and cash equivalents

Accounting policies, judgements and estimates

Cash and cash equivalents comprise cash, bank demand deposits, other highly liquid investments with initial maturities not

exceeding three months and bank overdrafts. Bank overdrafts are included in Financial debt - short-term portion.

In accordance with IAS 7, cash equivalents are defined as short-term, highly liquid investments that are readily convertible to

known amounts of cash and which are subject to an insignificant risk of changes in value.

UCITS classified by the AMF (French Financial Markets Authority) as “monetary” and “short-term monetary” are presumed to

satisfy the four key criteria already mentioned. Eligibility of the other cash UCITS as “cash equivalents” has not been presumed:

an analysis of compliance with the four criteria cited is required.

Cash equivalents are recognised at fair value; changes in fair value are recognised in the income statement in Other financial

income and expense.

Net cash and cash equivalents include available liquid funds (cash and positive bank balances), investment securities that

meet the definition of cash equivalents, bills of exchange presented for collection and due before the reporting date and

temporary bank overdrafts.

31/12/2021

25,355

31/12/2020

16,165

-14

31/12/2019

21,087

-26

(in thousands of euros)

Cash

Cash and cash equivalents

Bank overdrafts

Total

25,355

-153

25,202

16,151

21,061

Cash and cash equivalents (excluding bank overdrafts) of

€25.4 million at 31 December 2021 are held €9.4 million by the

parent company, €6.3 million by Axway Inc. in the United States

and €9.7 million by the other subsidiaries.

Among the other subsidiaries, entities in Brazil and China hold

cash of €1.9 million and €0.6 million respectively at

31 December 2021, compared to €0.7 million and €1.2 million

at 31 December 2020. A withholding tax would be applied were

the cash balances held in Brazil or China to be repatriated,

either in the form of payments between Group companies or

dividends.

11.4 Financial debt - Net debt

Accounting policies

Financial debt essentially comprises:

●

bank borrowings:

Bank borrowings are initially recognised at fair value net of transaction costs and subsequently recognised at amortised

cost; any difference between the principal amount borrowed (net of transaction costs) and the amount repayable is

recognised in the income statement over the term of the borrowings using the effective interest rate method;

●

bank overdrafts.

The portion of financial debt due within 12 months from the reporting date is classified in current liabilities.

31/12/2021

61,731

-70

Current Non-current

31/12/2020

40,217

-20

31/12/2019

42,569

(in thousands of euros)

Bank borrowings

Other financial debt

Bank overdrafts

1,634

-70

60,097

-0

153

60,097

153

Financial debt

1,718

-25,355

-23,638

61,815

-25,355

36,459

40,211

-16,165

24,046

42,653

-21,087

21,566

Cash and cash equivalents

Net debt

60,097

160

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

Reconciliation with the cash flow statement

Opening bank borrowings

Cash flow movements

40,217

42,569

45,986

- Proceeds from borrowings

- Repayment of borrowings

Non-Cash flow movements

Closing bank borrowings

60,000

-2,360

15,000

-18,639

222

-38,457

-29

61,731

40,217

42,569

At 31 December 2021, bank borrowings total €61.8 million and

comprise:

Comments on other bank borrowings

BPI bank borrowings were repaid in line with the BPI quarterly

payment schedule in the amount of €1.5 million. Banque

Populaire bank borrowings were repaid in the amount of

€1.0 million following the deferral of two scheduled

repayments at the bank’s initiative in 2020.

●

a draw down on the Revolving Credit Facility (RCF) in the

amount of €60.0 million;

●

other bank borrowings with BPI and Banque Populaire

totalling €1.8 million.

The €5 million loan from BPI France, contracted in April 2016,

is being repaid in line with its seven-year repayment schedule.

It is not subject to any financial covenants.

Comments on the RCF

At 31 December 2021, €65 million (52.0%) of the €125 million

RCF was available.

The €5 million loan from Banque Populaire, contracted in

April 2016, was repaid in full in line with its five-year repayment

schedule except for the deferral detailed above. It is not

subject to any financial covenants.

Two further drawdowns were performed on the RCF in 2021. In

September 2021, the Group performed an initial drawdown of

€10 million. This was followed by a second drawdown of

€50 million in November 2021, after repayment of the

€36 million drawdown performed in November 2017.

At 31 December 2021, Axway also sold €8.0 million of its "CIR"

research tax credits to Credit Agricole. This assignment of

receivables was deconsolidated (see Note 7.3).

No additional amounts were drawn on the RCF in 2020. In the

third quarter of 2019, €15 million was drawn on this facility and

then repaid in full in November 2019.

11.5 Bank covenants

Revolving Credit Facility (RCF)

Axway Software has a multi-currency Revolving Credit Facility (RCF) contracted with six banks

This 5-year €125 million financing seeks to increase Axway’s financial flexibility while guaranteeing its capacity to finance an

external growth strategy. This RCF agreement was initially signed in July 2014. It was followed on 30 January 2019 by an

“Amendments and maturity extension” agreement reducing the margin scale and relaxing the financial covenants, after

approval by the Board of Directors on 25 October 2018.

The initial maturity of July 2021 was directly set at January 2024 and then further extended to January 2026. In addition, the

Group was granted increased flexibility by its banks for acquisitions of less than €50 million, with no prior documentation now

required.

The Revolving Credit Facility (RCF) retains a central role in the Axway Group’s strategy for financing future acquisitions. It is an

extremely flexible financing tool, enabling dynamic cash management.

During the drawdown period, interest is payable at Euribor plus a spread adjusted every six months to reflect the change in the

Net debt/EBITDA ratio. Net debt for the purpose of this ratio does not include employee profit-sharing liabilities or debt

resulting from the application of the new IFRS 16 standard applicable in 2019.

These lines are subject to a use and non-use fee.

Note that from application of the new loan agreement, in the event of an acquisition with an enterprise value in excess of 2.5x

Group EBITDA, Axway can elect, one time throughout the loan term, to apply the ratio “Net debt/EBITDA” strictly below 3.5 at

the date of the first post-acquisition test, below 3.5 at the date of the second post-acquisition test and below 3.25 at the date of

the third post-acquisition test.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 161

Consolidated financial statements

Notes to the consolidated financial statements

Bank covenants and financial ratios at 31 December 2021

2021

36,459

35,829

2020

24,046

36,584

2019

21,966

31,462

(in thousands of euros)

Net debt

EBITDA

R1 < 3

R2 > 5

R3 < 1

Net debt

EBITDA

Ratio R1

1.02

35,829

491

0.66

36,584

604

0.70

31,462

717

EBITDA

Financial expenses

EBITDA

Financial expenses

Ratio R2

72.98

36,459

60.61

24,046

43.88

21,966

Net debt

Shareholders’ equity

378,856

359,941

363,465

Net debt

shareholders’ equity

Ratio R3

0.10

0.07

0.06

Three financial ratios must be met under covenants:

●

“net debt/EBITDA” ratio must be below 3.0 throughout the term of the loan;

●

“EBlTDA/financial expenses” ratio must be above 5.0 throughout the term of the loan;

“net debt/shareholders’ equity” ratio must be below 1.0 throughout the term of the loan.

At 31 December 2021, the three financial ratios are met under the covenants.

11.6 Financial instruments recorded in the balance sheet

Accounting policies

Derivatives are initially recognised at fair value on the date of signing the contract. They are later revalued at their fair value.

The accounting treatment of the associated profit or loss depends on whether the derivative has been designated as a hedging

instrument and, if so, on the nature of the hedged item.

The Group designates a number of derivatives such as:

●

hedges of the fair value of assets or liabilities recognised in the balance sheet or of firm forward commitments (fair value

hedge); or

●

hedges of a specific risk associated with an asset or liability recognised or a future, highly probable transaction (cash flow

hedge); or

●

hedges of a net investment in a foreign operation (net investment hedge).

The fair value of a hedging derivative instrument is classified as:

●

a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months; and

●

a current asset or liability when the remaining maturity of the hedged item is less than 12 months

Changes in the fair value of derivative instruments that qualify for hedge accounting impact shareholders’ equity.

Derivatives held for trading purposes are classified as current assets or liabilities if settled within a year of the reporting date,

otherwise they are classified under non-current assets or liabilities. Derivatives held for trading purposes are classified as

current assets or liabilities if settled within a year of the reporting date, otherwise they are classified under non-current assets

or liabilities. The Group also classifies derivatives as speculative instruments when they cannot qualify as designated and

effective hedging instruments within the meaning of IFRS 9. The changes in their fair value are recorded in the income

statement in Other financial income and expense.

162

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axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

a. At 31 December 2021

31/12/2021

Breakdown by class of derivative instrument

Derivatives

Assets and

liabilities

at fair

Derivatives

at fair

value

through

share-

value

Loans, Financial

debt at

for-sale and other amortised

assets liabilities

through Available- receivables

IFRS 16

through

Carrying

amount Fair value

profit and

loss

lease profit and

loss

holders’

equity

cost liabilities

(in thousands of euros)

Financial assets

8,817

105,102

14,633

25,355

153,908

60,097

27,198

9,772

8,817

105,102

14,633

25,355

153,908

60,097

27,198

9,772

8,817

Trade receivables

105,102

Other current receivables

Cash and cash equivalents

Financial assets

14,633

25,355

128,552

Financial debt – long-term portion

Lease liabilities - long-term portion

Other non-current liabilities

Financial debt – short-term portion

Lease liabilities - short-term portion

Trade accounts payables

Other current liabilities

60,097

9,772

27,198

1,718

6,167

10,899

35,145

150,997

10,899

35,145

150,997

10,899

35,133

55,804

Financial liabilities

61,815

33,366

The fair value of trade receivables, other current receivables, trade accounts payable and other current liabilities is the same as the

carrying amount, owing to their very short settlement periods.

b. At 31 December 2020

31/12/2020

Breakdown by class of derivative instrument

Derivatives

Assets and

liabilities

at fair

Derivatives

at fair

value

Loans, Financial

through

share-

holders’

equity

through Available- receivables

debt at

IFRS 16

lease profit and

through

Carrying

amount Fair value

profit and

loss

for-sale and other amortised

assets liabilities

cost liabilities

loss

(in thousands of euros)

Financial assets

8,622

88,085

19,371

16,165

132,243

37,270

10,761

2,942

8,622

88,085

19,371

16,165

132,243

37,270

10,761

2,942

8,622

88,085

19,371

Trade receivables

Other current receivables

Cash and cash equivalents

Financial assets

16,165

116,078

Financial debt – long-term portion

Other non-current liabilities

Financial debt – short-term portion

Lease liabilities - short-term portion

Trade accounts payables

Other current liabilities

37,270

10,761

2,942

5,625

13,778

44,353

146,890

13,778

44,353

146,890

13,778

44,353

68,892

Financial liabilities

40,211

37,786

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 163

Consolidated financial statements

Notes to the consolidated financial statements

11.7.2 Liquidity risk

11.7 Management of financial risks

According to the definition given by the French Financial

Markets Authority (AMF), liquidity risk arises when assets have

a longer term than liabilities. This can result in an inability to

repay short-term debt if the Company is unable to sell the

asset in question or obtain bank credit lines.

11.7.1 Credit risk

Credit risks are detailed in Note 7.2, Trade receivables and

related accounts, in the paragraphs “Maturity of trade

receivables” and “Changes in provision for doubtful

receivables”.

The following table shows the non-discounted contractual cash flows of consolidated net debt at 31 December 2021:

Total

contractual

flows

Carrying

amount

Less than

1 year

1 to

2 years

2 to

3 years

3 to

4 years

4 to More than

5 years

(in thousands of euros)

Bank borrowings

61,731

-70

64,392

-70

1,660

-70

1,397

643

641

60,051

Other financial debt

Bank overdrafts

153

1,397

60,051

Financial debt

61,815

-25,355

36,459

64,476

-25,355

39,120

1,743

-25,355

-23,612

643

641

Cash and cash equivalents

Consolidated net debt

1,397

643

641

60,051

11.7.3 Market risks

Hedging of borrowings

No hedges were entered into in 2019, 2020 or 2021.

a. Interest rate risk

The Group Finance Department, in liaison with partner banking

institutions, manages interest rate risk.

Summary of exposure to interest rate risk

The table below shows the Group’s exposure to interest rate risk based on commitments at 31 December 2021:

Less than

1 year

1 to

2 years

2 to

3 years

3 to

4 years

4 to More than

31/12/2021

25,355

At 31/12/2021

Interest rate

Fixed rate

5 years

25,355

Cash and cash equivalents

Floating rate

Fixed rate

25,355

Financial assets

Bank borrowings

Other financial debt

Bank overdrafts

Financial debt

Floating rate

Fixed rate

-1,500

-60,231

-1,008

-626

-492

-872

Floating rate

Fixed rate

-625

-617

-57,491

Floating rate

Fixed rate

Floating rate

Fixed rate

-153

-1,008

-710

24,348

-710

24,348

-1,500

-60,315

23,855

-60,315

23,855

-492

-872

-492

-872

-492

Floating rate

Fixed rate

Floating rate

Fixed rate

-625

-617

-57,491

Net position before

hedging

-625

-617

Net exposure after

hedging

Floating rate with cap

and floor

Floating rate

-60,315

-710

-872

-625

-617

-57,491

164

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axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

b. Foreign exchange risk

Foreign exchange risk arises mainly from the currency

translation of financial statements of companies based in the

USA, Brazil, the UK and Sweden. No specific hedges have been

arranged for this type of risk.

Furthermore, as part of its inter-company transactions, the

Group is exposed to the risk of currency fluctuations in respect

of:

●

the invoicing of services provided by a centre located in

The exposure to risk arising from trade transactions is limited,

as entities mainly carry out business in their own country and

currency.

Romania. The impact of these currency fluctuations on profit

or loss is in principle negligible in view of the regularity of

settlements;

●

the invoicing of license fees by the Group to subsidiaries

operating in a functional currency other than the euro;

●

borrowings and loans in foreign currencies related to

inter-company financing. The impact of these currency

fluctuations is taken to shareholders’ equity. These financial

flows are not systematically hedged.

At 31 December 2021, the net carrying amount of assets and liabilities recognised by Group entities in a currency other than their

functional currency was as follows:

Inter-company commercial transactions

Total

44,449

25,281

19,167

AUD

3,536

209

BRL

EUR

5,419

3,331

2,089

GBP

2,642

575

SGD

4,361

117

USD

25,780

20,176

5,604

CHF

Other

2,710

407

(in thousands of euros)

Assets

Liabilities

227

-227

240

-240

Net position before hedging

Net position after hedging

3,326

2,067

4,244

2,304

5,604

Sensitivity analysis

Total

AUD

BRL

EURO

GBP

SGD

USD

CHF

Other

(in thousands of euros)

Currency change assumption

(appreciation)

166

-11

104

103

212

280

-12

115

958

Net impact on profit

Impact on shareholders’ equity

Current accounts

Total

62,286

20,544

41,742

AUD

BRL

EURO

GBP

SGD

USD

61,926

10,229

51,697

CHF

Other

(in thousands of euros)

Assets

360

1,243

-883

1,560

2,512

2,785

Liabilities

2,216

-2,216

Net position before hedging

Net position after hedging

-1,560

-2,512

-2,785

-883

Sensitivity analysis

Total

AUD

BRL

EURO

GBP

SGD

USD

CHF

Other

(in thousands of euros)

Currency change assumption

(appreciation)

Net impact on profit

Impact on shareholders’ equity

-111

-44

-78

-126

2,585

-139

2,087

At 31 December 2021, Axway Software also held 344,268

treasury shares, acquired under the terms of the share buyback

programmes authorised by the General Meeting to remunerate

a free share grant plan, at an average price of €27.59, for a

total of €9,490 thousand.

c. Equity risk

The Group does not hold any shares for investment purposes

or stakes in listed companies.

At 31 December 2021, Axway Software held 11,918 treasury

shares, acquired under the terms of the share buyback

programmes authorised by the General Meeting at an average

price of €27.02, for a total of €322 thousand.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 165

Consolidated financial statements

Notes to the consolidated financial statements

All transactions in treasury shares are recognised directly in

shareholders’ equity. The impact at 31 December 2021 was

-€9,812 thousand (see Statement of changes in consolidated

shareholders’ equity).

Given the small number of treasury shares held (1.64% of the

share capital), the Group is not exposed to any material equity

risk. In addition, as the value of treasury shares is deducted

from equity, movements in the share price do not impact the

consolidated income statement.

Note 12 Cash flows

12.1 Change in net debt

31/12/2021

24,046

33,731

1,302

31/12/2020

21,566

32,838

1,413

5,095

39,346

-3,516

-23,706

12,124

-7,746

-4,444

-657

31/12/2019

10,227

28,661

1,551

6,770

36,982

-4,127

-19,250

13,605

-4,552

-7,652

-766

(in thousands of euros)

Net debt at 1 January (A)

Cash from operations after cost of net financial debt and tax

Costs of net financial debt

Income tax (including deferred tax)

Cash from operations before cost of net financial debt and tax

Income taxes paid

6,913

41,946

-2,780

-26,224

12,941

-2,821

-6,680

-590

Changes in working capital requirements

Net cash from operating activities

Change related to investing activity

Lease payments

Net interest paid

Available net cash flow

2,850

-723

635

Impact of changes in the scope of consolidation

Financial investments

-400

-723

-81

-26

-130

Dividends

-8,623

2,026

-8,472

Share capital increase for cash

Other changes

649

-9,248

-13,077

664

-921

-2,736

-11,426

Total net change during the year (B)

Impact of changes in exchange rates

NET debt at 31 December (A-B)

-1,421

-1,059

24,046

36,459

21,566

In addition to the impact of the change in business model, we

note:

12.2 Reconciliation of WCR with the cash flow

statement

●

the good level of collections, with the trade receivables

The change in WCR represented

a cash outflow of

account improving WCRs by €7.6 million;

-€26.2 million in 2021 compared to -€23.7 million in 2020. This

€2.5 million deterioration was due to the change in business

model which explains two main WCR effects:

●

the -€11.0 million decrease in current liabilities, mainly due

to the decrease in the provision for variable compensation.

●

To complete this analysis:

the increase in accrued income, primarily relating to the

Customer Managed Subscription offer, of €15.7 million in

2021;

●

an analysis of DSO is presented in Note 7.2, Trade

receivables;

●

the decrease in deferred income due to Maintenance

contract attrition, of €7.2 million in 2021.

●

an analysis of the derecognition of research tax credit

receivables is presented in 7.3, Other current receivables.

166

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Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

Change in WCR items

Impact

of which:

Items not

included in of which:

without cash impact

on Cash

Net

31/12/2021 31/12/2020 change

Foreign

flow

WCR

WCR items

exchange

Other statement

(in thousands of euros)

Non-current assets

6,108

105,102

49,324

6,326

88,085 17,017

49,097 227

38,988 16,790

32,167 -4,361

-218

156

2,690

1,602

1,088

347

374

-8,059

7,643

Trade receivables and related accounts

17,017

227

6,268

●

Trade receivables

6,268

●

Accrued income

55,778

16,790

-4,515

12,502

12,284

587

-15,702

4,862

Other current receivables

Current assets

27,806

154

6,268

-8

132,908

139,016

-2,489

120,252 12,656

3,037

3,194

-128

-3,197

-2,823

-723

Total assets

126,577 12,438

Non-current liabilities

Trade payables

-3,076

587

-10,899

-13,778

2,879

-1,543

-4,422

Advances and payments on account

received for orders

-85

-55,826

-105

-54,692

-42,340

-1,134

8,978

-1,134

-3,028

-680

-5,367

-903

-20

-7,261

Deferred income on client projects

Other current liabilities

Current liabilities

-33,362

151

305

8,827

-10,976

-22,679

-100,172

-102,661

36,355

-110,915 10,743

-113,991 11,330

12,586 23,768

10,592

11,179

23,463

-5,250

-5,378

-2,184

-6,270

Total liabilities

-6,278 -23,402

-10 -26,224

Total WCR

Net cash from (used in) financing activities totalled

-€1.7 million. Three main flows explain this change:

12.3 Other cash flows

Net cash from operating activities amounted to €12.9 million in

2021, with cash from operations before cost of net financial

debt and tax of €41.9 million. The application of IFRS 16 had a

favourable impact of €6.7 million on this line item.

●

dividend payments for -€8.6 million;

●

the share buyback programme for -€9.5 million;

●

the change in bank borrowings for €21.5 million.

Net cash used in investing activities of -€2.8 million mainly

comprises acquisitions of property, plant and equipment in

France and the United States to renew IT equipment. In 2020,

investment flows were more significant as they concerned the

fitting out of the new Phoenix offices in the United States.

In addition, the change in IFRS 16 lease liabilities represented a

flow of €6.7 million.

Note 13 Equity and earnings per share

Changes in consolidated shareholders’ equity are presented in

Chapter 5.4, Statement of changes in consolidated

shareholders’ equity.

13.2 Transactions in treasury shares

Accounting policies

13.1 Changes in the share capital

All Axway shares held by the parent company or one of its

subsidiaries are deducted from shareholders’ equity at

their acquisition cost.

At 31 December 2020, the share capital stood at €42,702,132,

and comprised 21,351,066 fully paid-up shares with a par value

of €2.00 each.

At 31 December 2021, treasury shares with a value of

€9,822 thousand are deducted from consolidated equity,

They consist of 356,186 shares including 11,918 shares

held under the market-making agreement and

344,268 Axway shares purchased on the market for

delivery as share-based payments (see Note 5.4). All these

treasury shares will be granted to beneficiaries in 2022.

140,650 share subscription options were exercised and the

Group issued 141,881 new shares in 2021.

At 31 December 2021, the share capital therefore stood at

€43,267,194, comprising 21,633,597 fully-paid up shares with a

par value of €2.00 each.

The share subscription option plans and the free share grant

plans are described in Notes 13.2 and 13.3.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 167

Consolidated financial statements

Notes to the consolidated financial statements

13.3 Share subscription option plans

Position at

1 January

Changes in the period,

number of options:

Position at

31/12/2021

Initial position

Option exercise period

Number

of Exercise

Number

of Exercise

Number of Exercise

options

price

Grant date

options

price

Start date Expiry date options

price

granted cancelled exercised

Plan No. 3–2011 stock option plan, maximum issue of 1,033,111 shares *

18/11/2011

28/03/2013

Total plans

516,175

€14.90 18/05/2014 18/11/2021

€14.90 18/11/2016 18/11/2021

€15.90 28/09/2015 18/11/2021

€15.90 28/03/2018 18/11/2021

63,675

66,375

€14.90

€15.90

-7,325

-56,350

-59,050

-12,201

-13,049

€14.90

€15.90

-7,325

131,250

12,201

131,250

13,049

1,394,850

155,300

-14,650 -140,650

(Increased to 1,295,611 following an amendment in June 2013.

●

140,650 share subscription options were exercised during

fiscal year 2021;

2.48%. Expected volatility was determined on the basis of

the volatility expected for stocks in comparable sectors;

●

14,650 share subscription options were cancelled in 2021

following the departure of the holders;

the average closing share price in 2021 was €27.84;

an amount of €0 thousand was recognised in respect of

2021, in accordance with the method disclosed in Note 5.4,

Share-based payments. No current expense relating to the

valuation of services provided by beneficiaries in exchange

for not granting stock options was recognised in the income

statement. No non-recurring expenses were recognised in

relation to the cost of services rendered by employees

benefiting from share subscription options whose right to

exercise their options was maintained despite their

departure from the Group in 2021.

the Board of Directors’ meeting of 5 June 2019 validated a

resolution on the stock option plan implemented on

30 August 2011. At the request of Axway management, the

Board of Directors extended the maximum deadline for the

exercise of this plan by two years, taking it to 18 November

2021;

●

the option exercise period for the 2011 and 2013 grant plans

expired on 18 November 2021. At 31 December 2021, there

remained no options outstanding under these plans;

the fair values of the share subscription options awarded

under Plans no. 1 and 2 were determined using the binomial

model recommended by IFRS 2;

13.4 Free share plans

An expense of €4.0 million was recorded in 2021 in respect of

stock options granted to employees under free share grant

plans (see Note 5.4), including employer social security

contributions of €0.4 million.

the fair value of the share subscription options awarded

under Plan no. 3 was determined using the same binomial

model, based on the following assumptions: average

expected life of 4.5 and 6 years; expected volatility of

29.44%; dividend yield of 1.39%; and risk-free interest rate of

The expense excluding employer social security contributions

was taken to Group equity in the amount of €3.6 million.

13.5 Capital reserves

31/12/2021

113,380

4,245

31/12/2020

111,541

4,245

31/12/2019

110,976

4,245

(in thousands of euros)

Share issue, merger and contribution premiums

Legal reserve

Total

117,625

115,786

115,222

The increase in 2021 reflects the issue premium on the share capital increase resulting from the exercise of 140,650 share

subscription options for €1,840 thousand.

A charge to the legal reserve was not necessary in 2021.

13.6 Dividends

13.7 Translation reserves

The General Meeting of Axway Software held on 25 May 2021 to

approve the 2020 financial statements approved a dividend of

€0.40 per share, representing a total distribution of €8.6 million.

In accordance with the principles disclosed in Note 1.5.2.,

translation reserves comprise translation gains and losses

between the functional currencies of the Group entities and the

presentation currency and the impact of net investment

hedges of foreign operations. Movements are recognised in

Other comprehensive income. These translation reserves are

also impacted by divestments of foreign operations.

This dividend was paid on 18 June 2021.

The distribution of a dividend of €0.40 per share will be

proposed to the 2022 General Meeting held to approve the

2021 financial statements, representing

a total dividend

distribution of €8.7 million based on the number of shares

outstanding at 31 December 2021.

168

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

At 31 December 2021, translation reserves broken down by currency as follows:

31/12/2021

26,470

-3,017

31/12/2020

6,877

31/12/2019

29,638

-3,414

(in thousands of euros)

USD

SEK

-2,546

-429

RON

-498

-367

Other currencies

Total

757

1,164

-320

23,712

5,066

25,537

13.8 Capital management objectives, policy and procedures

The Company’s capital consists solely of the items disclosed

in the balance sheet. There are no financial liabilities

considered as components of capital and, conversely, there are

no shareholders’ equity components not considered to be part

of the Company’s capital.

The Group entered into a market-making agreement to ensure

the liquidity of transactions and regular trading of its shares, in

order to avoid share price fluctuations that are not justified by

market trends. The liquidity account enabling the intermediary

to carry out transactions under the contract stands at

€1.1 million.

The Company does not operate under any external capital

constraints, other than the net financial debt to equity ratio,

which, under the covenants stipulated in the syndication

contract, must remain below 1 throughout the loan period (see

Note 11.5).

Treasury shares are detailed in Note 13.2.

13.9 Earnings per share

Accounting policies

Earnings per share as stated in the income statement are calculated on the basis of Net income - attributable to owners of the

Company, as follows:

a. Basic earnings per share

Basic earnings per share are based on the weighted-average number of shares outstanding during the fiscal year, calculated

according to the dates when the funds arising from share issues for cash were received and, for shares issued for

contributions-in-kind via equity, the date on which the corresponding new Group companies were consolidated for the first time;

b. Diluted earnings per share

Diluted earnings per share are calculated by adjusting Net income - attributable to owners of the Company and the

weighted-average number of shares outstanding for the diluting effect of exercising share subscription option plans in force at

the end of the fiscal year. The share buyback at market price method has been applied, based on the average share price

throughout the year.

2021

9,602,221

21,525,209

0.45

2020

8,477,560

21,293,843

0.40

2019

5,405,8481

21,225,381

0.25

(in euros)

Net income - attributable to owners of the Company

Weighted average number of ordinary shares outstanding

Basic earnings per share

2021

9,602,221

21,525,209

2020

8,477,560

21,293,843

2019

5,405,848

21,225,381

(in euros)

Net income - attributable to owners of the Company

Weighted average number of ordinary shares outstanding

Weighted average number of securities taken into account in respect of dilutive

items

895,010

1,064,832

955,440

Weighted average number of shares taken into account to calculate diluted net

earnings per share

22,420,219

22,358,675

22,180,821

Fully diluted earnings per share

0.43

0.38

0.24

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 169

Consolidated financial statements

Notes to the consolidated financial statements

The only dilutive instruments are the share subscription options and the free share grant plans presented in Note 5.4.

Only potentially dilutive ordinary shares, excluding those with an accretive effect, were considered in the calculation of diluted

earnings per share.

The Group considered potential ordinary shares resulting from share subscription options to be accretive, where the option exercise

price adjusted for the fair value of services still to be rendered by option holders is greater than the average share price (€27.84)

during the period.

Note 14 Related-party transactions

14.1 Transactions with Sopra Steria Group, Sopra Steria Group affiliate companies and Sopra GMT

The tables below detail the transactions between the Axway Group and Sopra Steria Group SA, the companies of the Sopra Steria

Group, and the GMT holding company.

31/12/2021

31/12/2020

31/12/2019

(in thousands of euros)

Transactions with Sopra-Steria group

Sale of goods and services

Purchase of goods and services

Operating receivables

2,927

-207

1,145

-5

3,244

-128

961

1,484

-376

835

Operating payables

-150

Transactions with Sopra Steria Group affiliates

Sale of goods and services

Purchase of goods and services

Operating receivables

2,895

-7,295

1,241

-1,077

4,320

-7,616

2,333

-1,514

3,779

-6,287

742

Operating payables

-925

Transactions with Sopra GMT

Purchase of goods and services

Operating payables

-1,018

-291

-435

-24

-678

-109

Purchase of goods and services from Sopra Steria Group concerns the use of premises, the use of IT resources, internal

subcontracting and non-recurring expenses related to the spin-off of Axway Software from Sopra group.

14.2 Subsidiaries and equity investments

Transactions and balances between Axway Software and its subsidiaries were fully eliminated on consolidation, since all of the

subsidiaries are fully consolidated.

14.3 Relationships with other related parties

There are no relationships with other related parties to be taken into consideration.

Note 15 Off-balance sheet commitments

15.1 Contractual obligations given

The Group leases some of its IT facilities, office fixtures and fittings and premises under operating lease contracts. The rental

charges for the above totalled €8.5 million in 2021, €10.3 million in 2020 and €10.3 million in 2019.

At 31 December 2021, future minimum annual payments under non-cancellable leases not included in the valuation of IFRS 16 lease

liabilities were as follows:

Operating leases

2,402

(in thousands of euros)

2022

2023

1,834

2024

1,816

2025

1,686

2026

1,966

2027 and beyond

163

Total minimum future lease payments

9,867

170

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the consolidated financial statements

15.2 Commitments given related to recurring operations

Commitment per period

Less than From 1 to More than

one year

5 years

5 years 31/12/2021

31/12/2020

328

31/12/2019

328

(in thousands of euros)

Bank guarantees/deposits on leased premises

Other guarantees

328

177

Collateral, guarantees, mortgages and sureties

Severance pay for termination of CEO’s duties

Total

177

667

616

673

612

1,279

1,224

1,285

The Board of Directors’ meeting of 20 February 2019 validated severance pay for termination of Patrick Donovan’s duties, equal to

one year’s fixed and variable compensation totalling US$756 thousand (€667 thousand euro-equivalent at the exchange rate at

31 December 2021).

15.3 Commitments received – Covenants and Bank overdrafts

31/12/2021

65,000

31/12/2020

89,000

31/12/2019

89,000

(in thousands of euros)

Unused multi-currency revolving credit facility

Unused overdraft line

20,000

Total commitments recognised

85,000

109,000

Axway Software has a €125 million multi-currency revolving credit facility. €65 million of this facility was available at 31 December

2021 (see Note 11.4).

Commitments received include an unused overdraft line of €20 million held by Axway Software.

Three financial ratios must be met under the covenants associated with the revolving credit facility. These ratios are detailed in

Note 11.5 on bank covenants.

At 31 December 2021, the Group complied with all the covenants and commitments included in this contract including the following

points:

●

the impacts of IFRS 16 are excluded from these ratios;

●

the net debt figure used in these calculations does not include employee profit-sharing liabilities;

●

consolidated EBITDA, as detailed below.

(in thousands of euros)

Profit on operating activities

(Source URD - 5.1 Consolidated income statement)

32,908

10,748

311

Depreciation and amortisation, provisions and impairment

(Source URD - 5.1 Consolidated income statement)

Net expense for post-employement and similar benefit obligations

(Source URD - 5.1 Consolidated income statement)

Other operating income and expenses

(Source URD - 5.1 Consolidated income statement)

-2,652

Lease payments (IFRS 16 impact)

(Source URD - Note 4.2.2 External expenses)

-5,486

Consolidated EBITDA

35,829

15.4 Pledges, guarantees and surety

No pledge, guarantee or surety had been granted by Axway at 31 December 2021.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 171

Consolidated financial statements

Notes to the consolidated financial statements

Note 16 Events after the reporting period

Between 1 January 2022 and the date of the Board of Directors’ meeting, there were no significant events likely to impact the

financial statements.

Note 17 List of consolidated companies at 31 December 2021

Company

Country

France

% control

% held

Consolidation method

Axway Software

Axway Distribution France SAS

Axway SAS

Parent company

France

100%

99.998%

100%

99.9%

100%

99.99%

100%

France

Axway UK Ltd

United Kingdom

Ireland

Axway Ireland

Axway Nordic AB

Axway GmbH

Sweden

Germany

Netherlands

Belgium

Axway BV

Axway Belgium

Axway Srl

Italy

Axway Software Iberia

Axway Software do Brasil LTDA

Axway Romania Srl

Axway Bulgaria EOOD

Axway Inc.

Spain

Brazil

Romania

Bulgaria

United States

Singapore

China

Axway Pte Ltd

Axway Software China

Axway Ltd

Hong Kong

Australia

Switzerland

Axway Pty Ltd

Axway Switzerland

FC: Full Consolidation

Note 18 Audit fees

Fees for Statutory Auditors and members of their networks

Mazars Auditeurs & Conseils Associés

Amount (excl. VAT)

2021

Amount (excl. VAT)

2021

2020

2019

2020

2019

2020

2019

2020

2019

(in thousands euros)

Statutory audit, certification and review of the individual company and consolidated financial statements

●

Issuer

147

250

396

124

263

387

127

252

379

33%

56%

88%

31%

66%

97%

33%

65%

97%

132

112

107

70%

24%

95%

65%

29%

94%

62%

32%

94%

●

Fully consolidated subsidiaries

Sub-total

178

162

Non-audit services

●

Issuer*

10%

●

Fully consolidated subsidiaries

Sub-total

12%

Total

448

397

389 100% 100% 100%

188

172

172 100% 100% 100%

Including: the report on regulated agreements, the review of the Management report, the audit completion letter, the certificate on financial ratios, the

Workday 2021 project and the review of implementation of EU Green Taxonomy regulations.

172

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Statutory Auditors’ report on the consolidated financial statements

Statutory Auditors’ report

on the consolidated financial statements

5.7

This is a translation into English of the Statutory Auditors’ report on the consolidated financial statements of the Company issued in

French and it is provided solely for the convenience of English speaking users.

This Statutory Auditors’ report includes information required by French law, such as information about the appointment of the

statutory auditors or verification of the management report and other documents provided to shareholders.

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards

applicable in France.

Year ended 31 December 2021

To the General Meeting of Axway Software

Opinion

In compliance with the engagement entrusted to us by your

General Meeting, we have audited the accompanying

consolidated financial statements of Axway Software for the

year ended 31 December 2021.

the year then ended and of its financial position and of its

assets and liabilities as at 31 December 2021 in accordance

with International Financial Reporting Standards as adopted by

the European Union.

In our opinion, the consolidated financial statements give a

true and fair view of the results of operations of the Group for

The audit opinion expressed above is consistent with our

report to the Audit Committee.

Basis for opinion

Audit framework

Independence

We conducted our audit in accordance with professional

standards applicable in France. We believe that the audit

evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

We conducted our audit engagement in compliance with

independence requirements of the French Commercial Code

(code de commerce) and the French Code of Ethics (code de

deontologie) for Statutory Auditors, for the period from

1 January 2021 to the date of our report, and specifically we

did not provide any prohibited non-audit services referred to in

Article 5(1) of Regulation (EU) No. 537/2014.

Our responsibilities under those standards are further

described in the Statutory Auditors’ Responsibilities for the

Audit of the Consolidated Financial Statements Section of our

report.

Justification of our assessments - Key audit matters

Due to the global crisis related to the COVID-19 pandemic, the

financial statements of this period have been prepared and

audited under specific conditions. Indeed, this crisis and the

exceptional measures taken in the context of the state of

sanitary emergency have had numerous consequences for

companies, particularly on their operations and their financing,

and have led to greater uncertainties on their future prospects.

Those measures, such as travel restrictions and remote

working, have also had an impact on the companies’ internal

organisation and the performance of the audits.

These matters were addressed in the context of our audit of

the consolidated financial statements as a whole, approved in

the conditions mentioned above, and in forming our opinion

thereon, and we do not provide a separate opinion on specific

items of the consolidated financial statements.

Revenue recognition for licenses and

Customer Managed Subscription contracts

(Note 4.1.1 to the consolidated financial statements)

It is in this complex and evolving context that, in accordance

with the requirements of Articles L. 823-9 and R. 823-7 of the

French Commercial Code (code de commerce) relating to the

justification of our assessments, we inform you of the key

audit matters relating to risks of material misstatement that, in

our professional judgement, were of most significance in our

audit of the consolidated financial statements of the current

period, as well as how we addressed those risks.

Risk identified

The Group’s activity comprises several business lines including

license sales and sales of Customer Managed Subscription

contracts. At 31 December 2021, the Group’s licensing revenue

amounted to €18.6 million, representing 6.5% of consolidated

revenue. Customer Managed Subscription revenue amounted

to €114.2 million, representing 40.0% of consolidated revenue.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 173

Consolidated financial statements

Statutory Auditors’ report on the consolidated financial statements

As a rule, licensing revenue is recognised immediately upon

delivery, which is considered completed when all contractual

obligations have been fulfilled, i.e. when any remaining

services to be provided are non-material and not liable to call

into question the customer’s acceptance of goods supplied.

consolidated financial statements. This goodwill is allocated to

the sole cash generating unit (CGU) identified in the Axway

Group, namely the Group itself.

Management ensures at each year-end, and whenever

indication of an impairment loss is identified, that the net

carrying amount of such goodwill, recognised in the balance

sheet at €330.3 million at 31 December 2020, and at

€348.3 million at 31 December 2021, is not greater than its

recoverable amount.

Sometimes, contracts comprising multiple components

(license, maintenance, ancillary services, etc.) may be

negotiated on a fixed-price basis. In this situation, the amount

of revenue attributable to the license is equal to the difference

between the total contract amount and the fair value of the

other performance obligations.

A cash generating unit’s recoverable amount is the higher of its

fair value (generally market value) less costs to sell, and its

value-in-use. The value-in-use is determined by discounting

future cash flows. The impairment test procedure applied and

details of the assumptions adopted are presented in Note 8.2.

At 31 December 2021, the impairment test performed did not

identify any impairment loss on the goodwill recognised.

Customer Managed Subscription contracts are a hybrid offer

comprising three separate performance obligations: license,

maintenance and Subscription. The contract price must be

allocated to each performance obligation and revenue is

recognised in accordance with the method applicable to each

obligation.

The determination of the recoverable amount of goodwill,

which is particularly material with regard to the balance sheet

total, relies very largely on management judgement; this

concerns in particular the definition of the cash generating

units, the perpetual growth rate adopted for the cash flow

forecasts and the discount rate applied. We therefore

considered the measurement of goodwill and the

implementation of impairment tests as a key audit matter.

In this context, the audit risks concern in particular the correct

separation of fiscal years and the rules and procedures for

apportioning revenue to the different performance obligations.

Revenue recognition for these business lines is considered a

key audit matter in view of their material significance in the

Group’s financial statements, and, in particular, their impact on

operating profit.

Our response

Our work included the following, in particular:

Our response

Our audit approach is based on the assessment of the internal

control procedures put in place by the Group in order to verify

the measurement, comprehensiveness and proper separation

of fiscal years for licensing revenue and Customer Managed

Subscription, as well as substantive audit procedures.

●

examining the compliance of the methodology applied by the

Group with current accounting standards and, in particular,

ascertaining whether the allocation of the assets to the sole

CGU identified is comprehensive;

●

verifying that fair value less costs to sell is based on the

Our work included the following, in particular:

closing share price;

●

reviewing the design of internal control and testing the

●

assessing the reasonableness of the assumptions used to

effectiveness of key controls in the revenue recognition

procedure;

determine future cash flows with regard to operating data

and in light of the economic and financial context in which

the Group operates;

●

conducting substantive tests, by sampling or other selection

methods, on the revenue from licensing contracts and

Customer Management Subscription contracts signed

during the fiscal year in order to verify the reality and

measurement of revenue, and the correct separation of

fiscal years.

●

assessing, with the support of our valuation experts, the

consistency of all components of the perpetual growth rate

and discount rate;

●

analysing the sensitivity of the value-in-use determined by

management to changes in the main assumptions adopted.

In particular, we reconciled the recognised amount with the

contract data, and verified the application of the procedure for

apportioning the price of multiple-component contracts among

the different performance obligations.

Lastly, we verified the appropriateness of disclosures in

Notes 8.1 and 8.2.

Recoverability of deferred tax assets in

respect of tax loss carryforwards

We examined the proof of delivery and the terms and

procedures for payment.

(Note 6.5 to the consolidated financial statements)

We also assessed the appropriateness of the disclosures in

Note 4.1.1 to the consolidated financial statements.

Risk identified

At 31 December 2021, eligible tax losses carried forward

amounted to €253.2 million. The Group recognised deferred

tax assets in the balance sheet amounting to €25.2 million in

respect of these tax loss carryforwards.

Measurement and impairment of goodwill

(Notes 8.1 and 8.2 to the consolidated financial statements)

Risk identified

The Group recognises deferred tax using the balance sheet

liability method based on temporary differences between the

carrying amount of assets and liabilities in the consolidated

financial statements and their tax base. Deferred tax assets

relating to tax losses carried forward are recognised if the

subsidiaries or the tax consolidation group are likely to have

sufficient taxable profits to offset against them.

For the purposes of its development, the Group has conducted

targeted external growth operations entailing recognition of

several goodwill items.

These goodwill items, corresponding to the difference between

the price paid and the fair value of the assets acquired and

liabilities assumed, are described in Note 8.1 to the

174

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Statutory Auditors’ report on the consolidated financial statements

●

We considered the recognition and assessment of the

recoverability of these deferred tax assets to be a key audit

matter, in view of their material amount in the Group financial

statements and as the recoverable amount is determined

based in particular on future profit forecasts, founded on

assumptions, estimates and management assessments.

we reviewed the calculations and assessed the

reasonableness of the main estimates, particularly for the

forecasts of future taxable profits;

●

we analysed the consistency of the forecasts with the

historic performance, transfer pricing policies and the

assumptions used to determine the value-in-use of the sole

CGU;

Our response

●

we reviewed the various taxation rates used to determine the

deferred tax assets, notably in France and the United States.

We obtained details of the deferred tax assets and taxable

profit forecasts for Axway Software, Axway Inc. and Axway

Ireland. On the basis of this information, we conducted the

following procedures:

Lastly, we verified the appropriateness of disclosures in

Note 6.5.

Specific verifications

As required by law, we have also verified in accordance with

professional standards applicable in France the information

pertaining to the Group presented in the Board of Directors’

management report.

Commercial Code is included in the information pertaining to

the Group presented in the management report. It is specified

that, in accordance with the provisions of Article L. 823-10 of

this Code, we have not verified the fair presentation and the

consistency with the consolidated financial statements of the

information contained therein, which should be reported on by

an independent third party.

We have no matters to report as to its fair presentation and its

consistency with the consolidated financial statements.

We attest that the consolidated non-financial performance

statement required by Article L. 225-102-1 of the French

Other Legal and Regulatory Verifications or Information

Based on the work we have performed, we conclude that the

Format of presentation of the consolidated

financial statements intended to be included

in the annual financial report

presentation of the consolidated financial statements intended

to be included in the annual financial report complies, in all

material respects, with the European single electronic format.

We have also verified, in accordance with the professional

standard applicable in France relating to the procedures

performed by the statutory auditor relating to the annual and

consolidated financial statements presented in the European

single electronic format, that the presentation of the

consolidated financial statements intended to be included in

the annual financial report mentioned in Article L. 451-1-2, I of

the French Monetary and Financial Code (code monétaire et

financier), prepared under the responsibility of Chief Executive

Officer, complies with the single electronic format defined in

the European Delegated Regulation No 2019/815 of

17 December 2018. As it relates to consolidated financial

statements, our work includes verifying that the tagging of

these consolidated financial statements complies with the

format defined in the above delegated regulation.

We have no responsibility to verify that the consolidated

financial statements that will ultimately be included by your

Company in the annual financial report filed with the AMF are

in agreement with those on which we have performed our work

Appointment of the Statutory Auditors

Both ACA Nexia and Mazars were appointed Statutory Auditors

of Axway Software by the General Meeting of 18 December

2000.

At 31 December 2021, ACA Nexia and Mazars had held office

as auditors for 21 continuous years, of which 11 years since

the Company’s securities were admitted for trading on a

regulated market.

Responsibilities of management and those charged with governance

for the consolidated financial statements

Management is responsible for the preparation and fair

presentation of the consolidated financial statements in

accordance with International Financial Reporting Standards

as adopted by the European Union, and for such internal

control as management determines is necessary to enable the

preparation of consolidated financial statements that are free

from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements,

management is responsible for assessing the Company’s

ability to continue as going concern, disclosing, as

applicable, matters related to going concern and using the

going concern basis of accounting unless it is expected to

liquidate the Company or to cease operations.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 175

Consolidated financial statements

Statutory Auditors’ report on the consolidated financial statements

The Audit Committee is responsible for monitoring the

financial reporting process and the effectiveness of internal

control and risks management systems and where applicable,

its internal audit, regarding the accounting and financial

reporting procedures.

The consolidated financial statements were approved by the

Board of Directors.

Statutory Auditors’ Responsibilities for the Audit of the Financial Statements

Objectives and audit approach

Our role is to issue a report on the consolidated financial

statements. Our objective is to obtain reasonable assurance

about whether the consolidated financial statements as a

whole are free from material misstatement. Reasonable

assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with professional

standards will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial

statements.

obtained up to the date of his audit report. However, future

events or conditions may cause the Company to cease to

continue as

a going concern. If the statutory auditor

concludes that a material uncertainty exists, there is a

requirement to draw attention in the audit report to the

related disclosures in the consolidated financial statements

or, if such disclosures are not provided or inadequate, to

modify the opinion expressed therein;

●

evaluates the overall presentation of the consolidated

financial statements and assesses whether these

statements represent the underlying transactions and events

in a manner that achieves fair presentation;

●

As specified in Article L. 823-10-1 of the French Commercial

Code (code de commerce), our statutory audit does not include

assurance on the viability of the Company or the quality of

management of the affairs of the Company.

obtains sufficient appropriate audit evidence regarding the

financial information of the entities or business activities

within the Group to express an opinion on the consolidated

financial statements. The statutory auditor is responsible for

the direction, supervision and performance of the audit of

the consolidated financial statements and for the opinion

expressed on these consolidated financial statements.

As part of an audit conducted in accordance with professional

standards applicable in France, the statutory auditor exercises

professional judgement throughout the audit and furthermore:

●

identifies and assesses the risks of material misstatement

Report to the Audit Committee

of the consolidated financial statements, whether due to

fraud or error, designs and performs audit procedures

responsive to those risks, and obtains audit evidence

considered to be sufficient and appropriate to provide a

basis for his opinion. The risk of not detecting a material

misstatement resulting from fraud is higher than for one

resulting from error, as fraud may involve collusion, forgery,

intentional omissions, misrepresentations, or the override of

internal control;

We submit a report to the Audit Committee which includes, in

particular, a description of the scope of the audit and the audit

programme implemented, as well as the results of our audit.

We also report, if any, significant deficiencies in internal control

regarding the accounting and financial reporting procedures

that we have identified.

Our report to the Audit Committee includes the risks of

material misstatement that, in our professional judgement,

were of most significance in the audit of the consolidated

financial statements of the current period and which are

therefore the key audit matters, that we are required to

describe in this report.

●

obtains an understanding of internal control relevant to the

audit in order to design audit procedures that are appropriate

in the circumstances, but not for the purpose of expressing

an opinion on the effectiveness of the internal control;

●

evaluates the appropriateness of accounting policies used

We also provide the Audit Committee with the declaration

provided for in Article 6 of Regulation (EU) No. 537/2014,

confirming our independence within the meaning of the rules

applicable in France such as they are set in particular by

Articles L. 822-10 to L. 822-14 of the French Commercial Code

(code de commerce) and in the French Code of Ethics (code de

deontologie) for Statutory Auditors. Where appropriate, we

discuss with the Audit Committee the risks that may

reasonably be thought to bear on our independence, and the

related safeguards.

and the reasonableness of accounting estimates and related

disclosures made by management in the consolidated

financial statements;

●

assesses the appropriateness of management’s use of the

going concern basis of accounting and, based on the audit

evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant

doubt on the Company’s ability to continue as a going

concern. This assessment is based on the audit evidence

Paris and Courbevoie, 10 March 2022

The Statutory Auditors

Aca Nexia

Mazars

Sandrine Gimat

Jérôme Neyret

176

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axway.com

Annual financial statements

Balance Sheet

6.1

Assets

2021

46,643

2020

49,250

5,795

2019

52,059

6,657

(in thousands of euros)

Intangible assets

Property, plant and equipment

Financial investments

Non-current assets

5,002

285,587

337,232

77,184

283,320

338,365

64,162

28,262

3,073

294,117

352,833

77,226

21,706

3,874

(note 6.3.2.1)

(note 6.3.2.2)

Trade receivables

Other receivables, prepayments and accrued income

Cash and cash equivalents

Current assets

20,700

18,848

116,732

453,964

95,497

433,862

102,807

455,639

Total assets

Equity and liabilities

2021

43,267

113,380

84,230

-3,399

2020

42,702

111,541

93,054

14,847

-18,163

2019

42,451

110,976

93,221

(in thousands of euros)

Share capital

Premiums

Reserves

Retained earnings

Net profit (loss) for the year

Tax-driven provisions

Equity

-7,843

14,829

(note 6.3.2.3)

(note 6.3.2.4)

229,636

37,163

109,203

30,958

16,373

30,631

187,165

453,964

243,981

20,774

91,899

24,131

21,640

31,437

169,107

433,862

261,495

14,365

97,651

30,341

20,550

31,237

179,780

455,639

Provisions

Financial debt

Trade accounts payables

Tax and employee-related payables

Other liabilities, accruals and deferred income

Liabilities

(note 6.3.2.5)

Total equity and liabilities

178

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axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Income Statement

6.2

2021

2020

156,707

1,845

2019

163,568

2,912

(in thousands of euros)

Net revenue

(note 6.3.3.1)

167,254

2,287

Other operating income

Operating income

169,541

76,515

61,764

33,812

2,888

158,551

69,378

61,703

34,707

2,478

166,480

62,463

56,343

31,775

2,395

Purchases consumed

Employee costs

Other operating expenses

Taxes and duties

Depreciation, amortisation, provisions and impairment

Operating expenses

6,872

7,033

9,844

181,850

-12,309

4,082

175,299

-16,748

-3,637

162,820

3,660

Operating profit (loss)

Financial income and expense

Pre-tax profit (loss) on ordinary activities

Exceptional income and expense

Employee profit-sharing and incentive schemes

Income tax expense

(note 6.3.3.3)

5,825

-8,227

-4,669

-755

-20,385

-4,938

9,486

(note 6.3.3.4)

(note 6.3.3.5)

(note 6.3.3.6)

-1,502

-714

-904

5,807

8,064

7,559

Net profit (loss)

-7,843

-18,163

14,829

Notes to the 2021 annual financial statements

6.3

6.3.1 Significant events, accounting policies and valuation rules

share plans. Accrued income of €17.7 million was recognised

between Axway Software and its subsidiaries.

6.3.1.1

Significant events

Covid-19

Axway Switzerland

The significant progression of the COVID-19 epidemic since

March 2020 in Europe, followed by the United States and then

the world, given its extent and measures adopted in the various

countries to stem progress, has impacted the Axway Software

2021 financial statements.

A new entity, Axway Switzerland, was created in March 2021

with a share capital of CHF20 thousand (€18 thousand). Its

registered office is in Geneva.

The income statement was primarily impacted by a decrease

of approximately €2.3 million in travel expenses, seminar costs

and telecommunication expenses due to increased working

from home.

6.3.1.2

Accounting policies and valuation

rules

The annual financial statements were drawn up pursuant to

French legal and regulatory provisions as defined in ANC

Regulation no. 2014-03 of 5 June 2014 issued by the Autorite

des Normes Comptables (French Accounting Standards

Authority), updated for additional regulations issued as of the

date of preparation of the annual financial statements.

Free share plan

Each year, Axway Software SA distributes free shares to

employees subject either to a condition of presence or a

condition of presence and performance conditions.

These principles were applied on a prudent basis and in

accordance with the following underlying assumptions:

In March 2021, the LTI C plan expired and the shares were

delivered. An employee expense of €281 thousand was

recognised in respect of these shares.

●

going concern basis;

●

consistency of accounting methods year-on-year with the

exception of retirement benefit commitments;

For the plans expiring in 2022, it was decided to purchase

shares on the stock market via CM-CIC. The cost of this

transaction at 31 December 3021 is €9.5 million. As Axway

Software SA cannot bear this cost alone, the subsidiaries will

be rebilled based on the number of free shares granted to their

employees. A provision of €21.6 million was recorded for the

purchase of treasury shares for distribution under the free

●

accruals basis;

and in accordance with general guidelines for the preparation

and presentation of annual financial statements.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 179

Annual financial statements

Notes to the 2021 annual financial statements

recognised. Amortisation applied prior to 1 January 2001 in the

financial statements of Sopra group has been retained in

balance sheet assets.

Research & Development

All research expenses are recognised as charges in the year

they are incurred.

The Company performs impairment testing on its business

goodwill at each year-end and whenever there is indication of

impairment. Impairment is recognised if the net carrying

amount of the business goodwill is greater than its current

value (higher of fair value and value in use).

Project development costs may be capitalised if all of the

following can be demonstrated:

●

the technical feasibility of completing development of the

intangible asset so that it will be available for use or sale;

●

the intention of completing development of the intangible

Property, plant and equipment

asset and of using or selling it;

Property, plant and equipment are stated in the balance sheet

at acquisition cost or the pre-transfer carrying amount.

●

the ability to use or sell the intangible asset;

●

the manner in which the intangible asset will generate

probable future economic benefits;

Depreciation is calculated on a straight-line basis over the

useful economic lives of each non-current asset category as

follows:

●

the availability of adequate technical, financial and other

resources to complete the development and to use or sell

the intangible asset;

Fittings and fixtures

5 to 10 years

3 to 5 years

5 to 10 years

●

the ability to measure reliably the expenditure attributable to

the intangible asset during its development.

Equipment and tooling

Furniture and office equipment

No software package development expenses have been

recognised under intangible assets, as all of the above

conditions have not been met.

Equity investments

On initial recognition, equity investments are recognised at

their acquisition or subscription price.

Following the comprehensive transfer of all Systar’s assets

and liabilities, the research and development expenses

capitalised by Systar were transferred to Axway Software and

continue to be amortised in accordance with the initial

amortisation schedule.

The carrying amount of equity investments corresponds to

their value-in-use.

Impairment is recognised if the value-in-use of equity

investments, which includes the net assets of subsidiaries and

an analysis of the growth and profitability outlook, is lower than

the carrying amount in the financial statements. The analysis

of the growth outlook may involve an estimate based on

discounted cash flows. In this case, cash flows are determined

on the basis of available data and five-year forecasts. A

perpetual growth rate of 2.3% is applied from the start of the

sixth year. The cash flows resulting from these forecasts are

then discounted using a rate of 7.8%.

Purchased software

Purchased software mainly corresponds to the asset

contribution performed by Sopra group in 2001 and to the

intellectual property rights for the Cyclone and Tumbleweed

software purchased from Axway Inc. in 2010 and 2011 and for

the LiveDashboard software purchased from Access UK in

2012. It also includes intellectual property transferred as part

of the Systar comprehensive asset transfer in 2015 and the

Streamdata.io comprehensive asset transfer in 2019.

The contributed software was recognised at the net carrying

amount recorded in Sopra group’s financial statements at

31 December 2000. It is amortised on a straight-line basis over

3, 5 or 10 years.

Revenue

Services provided within the scope of the Group’s software

package operations include:

●

the right of use under license of software packages;

The Cyclone and Tumbleweed software was recognised at

purchase cost, as calculated by an independent expert in the

USA. The Cyclone software is amortised over six years for

accounting purposes and one year for tax purposes. The

Tumbleweed software is amortised over 12 years for

accounting purposes.

●

“Software as a service”, “Axway managed” and “Customer

managed” Subscription services;

●

maintenance;

●

ancillary services: installation, settings, adaptation, training.

a. In general, separate contracts are concluded with

customers for licenses and maintenance on the

one hand, and ancillary services on the other

hand

In this situation, the various elements comprising contracts are

accounted for as follows:

The LiveDashboard software which was amortised over

8 years for accounting purposes has been amortised in full.

The intellectual property contributed by Systar was amortised

in full by the end of 2014 and the intellectual property

contributed by Streamdata.io is amortised over 10 years for

accounting purposes.

●

license revenue is recognised immediately on delivery, as

Business goodwill

license sale agreements constitute, in substance, a sale of

rights. Delivery is considered to have taken place when all

contractual obligations have been fulfilled, i.e. when any

remaining services to be provided are insignificant and are

not liable to challenge the customer’s acceptance of goods

supplied or services rendered;

The business goodwill comes from the partial contribution of

assets from the EAI (Enterprise Application Integration)

division as well as from the comprehensive asset transfer of

Systar and Streamdata.io.

Business goodwill has unlimited useful life and is not

systematically amortised. If appropriate, impairment may be

●

maintenance revenue is recognised prorata temporis, and is

generally billed in advance;

180

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the 2021 annual financial statements

●

services revenue is generally recognised on a time spent

basis and is recognised when the services are performed.

Services are sometimes provided under fixed-price

contracts, in which case they are recognised using the

percentage-of-completion method described in paragraph e.

below.

f. Services covered by fixed-price contracts

Under such contracts the Group commits itself to a price, a

result and a deadline. Revenue and profit generated by a

contract are recognised based on a technical assessment, in

line with the Group’s quality procedures, of the contract’s

degree of completion.

b. Services provided under a Software as a Service

contract

The supplier transfers control of the service progressively to

the customer and hence, recognises revenue progressively:

“the customer simultaneously receives and consumes all of

the benefits provided by the entity as the entity performs”.

Trade receivables

Trade receivables are recognised using the methods specified

above.

A separate estimate is carried out for each trade receivable at

the end of the fiscal year and impairment is recognised in the

event of a risk of non-recovery linked to collective proceedings.

Doubtful receivables for which legal proceedings have not

been instigated are covered by accrued credit Notes.

c. Contracts comprising separate services (license,

maintenance, ancillary services, etc.) may

sometimes be negotiated on a fixed-price basis

Transactions in foreign currencies

In this situation, the contract transaction price is allocated to

each service as follows: revenue attributable to the license is

equal to the difference between the total contract amount and

the fair value of its other services, i.e. maintenance and

ancillary services. The fair value of the other components is

determined when possible based on list prices applied in the

case of a separate sale or alternatively, based on selling prices

determined by management founded on best estimates. The

residual amount attributed to the license is recognised at the

time of delivery.

Income and expense items denominated in foreign currencies

are recognised at their euro-equivalent at the transaction date.

Receivables and liabilities denominated in foreign currencies

existing at the reporting date are translated at the prevailing

rate at this date. Translation gains or losses are recorded in the

balance sheet under Translation adjustments.

A contingency provision is recorded to cover unrealised foreign

exchange losses not offset.

Foreign currency cash accounts existing at the reporting date

are translated at the prevailing rate at this date. The resulting

translation gains or losses are recorded in profit or loss.

d. In fairly rare instances, ancillary services may be

considered essential to the operation of a

software package or the delivery of the Software

as a Service solution

This may arise on the sale of software packages for very

complex projects, where completion may be subject to

particular risks. The project is then examined as a whole and is

the focus of specific monitoring by the Quality Department. It is

accounted for using the percentage of completion method

described in paragraph e. below.

Foreign exchange gains and losses are recorded in Operating

profit or Net financial income depending on the nature of the

transactions generating the gains or losses.

Retirement benefits

Since 2004, Axway Software has provisioned its retirement

benefits in accordance with the terms of the Syntec collective

bargaining agreement regarding retirement and pensions.

Where preliminary work is performed that is considered

essential to the implementation of the Software as a Service

solution, the contract is considered as a whole and revenue is

recognised progressively over the contract term as described

in paragraph b. above.

Axway Software’s obligation to its employees is determined on

an actuarial basis, using the projected unit credit method: the

employer’s discounted obligation is recognised in proportion to

the probable length of service of the employees, taking into

account actuarial assumptions such as future compensation

levels, life expectancy and employee turnover. We assumed a

discount rate of 1.10%, a salary increase rate of 2.50% and an

e. Technical assistance, consulting, training and

projects provided on an ongoing contract basis

average five-year turnover rate of between

0 and 20%

depending on the age bracket. The turnover calculation was

updated for the latest recommendations, which call for the

inclusion of resignations only. The male-female mortality table

used for our forecasts is the INSEE 2016-2018 table. Among

these assumptions we adopted 65 as the retirement age.

Changes in actuarial assumptions that affect the valuation of

the obligation are recognised as actuarial gains and losses.

Axway Software uses the corridor method.

These services are recognised when performed, i.e. in general

at the time of invoicing.

Operations are reviewed at each reporting date:

●

services rendered but not yet, or only partially, invoiced are

measured on the basis of billable time and the contractual

billing rates. They are recognised in revenue and are

recorded in the balance sheet under Trade receivables in

Accrued income;

●

services already billed but not yet entirely performed are

deducted from invoiced revenue and recorded in the balance

sheet under Other current liabilities in Deferred income.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 181

Annual financial statements

Notes to the 2021 annual financial statements

The ANC considers that certain post-employment benefits

plans in France, including retirement termination payments, fall

within the application scope of the IFRS IC decision amending

the method of allocating service costs to periods of service.

Change in accounting method for retirement

benefits

Following the 17 November 2021 update to the ANC

recommendation no. 2013-02 of 7 November 2013 on the

measurement and recognition of retirement benefits and

similar commitments, the Company conducted additional work

on the measurement of its retirement benefit commitments.

This change has no effect on the method of determining

retirement benefit commitments recognised by Axway

Software and has no impact on the accounts.

6.3.2 Notes to the balance sheet

6.3.2.1

Non-current assets

Intangible assets

Research and

development

expenses

Concessions,

patents, similar

rights

Share capital

increase costs

Systar customer

base

(in thousands of euros)

Gross value

Business goodwill

Total

At 1 January 2021

Acquisitions

32,055

57,073

38,830

5,667

133,676

Intangible assets under construction

Disposals

-677

56,410

-677

133,013

At 31 December 2021

Amortisation

32,055

38,830

5,667

At 1 January 2021

Charge

32,055

49,586

2,047

-643

2,699

540

84,426

2,587

-643

Reversal

At 31 December 2021

Net value

32,055

50,989

3,239

86,369

At 1 January 2021

At 31 December 2021

7,488

5,420

38,795

2,968

2,428

49,250

46,643

Software development costs totalled €17,679 thousand in

fiscal year 2021 and were expensed in full (see Note 6.3.1.2).

well as assets forming part of the comprehensive transfer of

all Systar’s assets in 2015 and Streamdata.io’s assets in 2019.

Concessions, patents and similar rights consist mainly of

software contributed by Sopra group in 2001 and acquired

from Axway Inc. in 2010 and 2011 and Access UK in 2012, as

Impairment testing of business goodwill shows value-in-use,

calculated according to the cash flow method, greater than the

net carrying amount. A discount rate of 7.8% and a perpetual

growth rate of 2.3% were applied.

Property, plant and equipment

Technical

installations

Fittings and Furniture and office

(in thousands of euros)

Gross value

installations

equipment

Total

At 1 January 2021

Acquisitions

12,463

3,395

1,203

17,061

726

740

Capitalisation of Y-1 PP&E under construction

PP&E under construction

Assets scrapped

Disposals

-1,770

-1,769

At 31 December 2021

Depreciation

11,419

3,409

1,204

16,032

At 1 January 2021

Charge

9,423

1,067

-1,762

8,728

1,322

345

520

115

11,265

1,526

Reversal

At 31 December 2021

Net value

1,667

635

11,030

At 1 January 2021

At 31 December 2021

3,040

2,691

2,072

1,742

683

569

5,795

5,002

182

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the 2021 annual financial statements

Purchases of technical installations consist solely of IT equipment.

Financial assets

Loans and other

Receivables from non-current financial

(in thousands of euros)

Gross value

Equity investments

equity investments

assets

Total

At 1 January 2021

Acquisitions/Increase

Disposals/Decrease

At 31 December 2021

Impairment

247,022

55,676

7,818

2,132

323

304,830

8,159

-5,628

57,866

-208

-5,836

247,041

2,246

307,153

At 1 January 2021

Charge

19,950

1,560

21,510

Reversal

At 31 December 2021

Net value

19,950

1,612

21,566

At 1 January 2021

At 31 December 2021

227,072

227,090

54,116

56,254

2,132

2,243

283,320

285,587

Details concerning equity investments are provided in the “Subsidiaries and equity investments” table presented in Note 6.3.4.7.

agreement with Kepler for market-making in Axway

Software SA shares decreased -€191 thousand.

a. Gross amounts

In 2021, movements in investments concern the creation of a

new entity, Axway Switzerland, with

CHF20 thousand, or €18 thousand.

a share capital of

b. Impairment

Following an increase in the Axway Do Brasil current account

at the end of 2021 an impairment of €52 thousand was

recorded.

The increase in receivables from equity investments is mainly

due to the increase in the receivable from our subsidiary,

Axway Ireland, of +€3.1 million and the receivable from our

new subsidiary, Axway Switzerland, of €363 thousand.

The €4 thousand impairment of Loans and other non-current

financial assets concerns the market-making agreement with

Kepler.

The increase in Loans and other non-current financial assets is

due to an increase in Other long-term receivables of

+€317 thousand. The balance on the market-making

6.3.2.2

Current assets

Trade receivables

2021

25,490

46,620

10,528

2020

30,324

27,509

10,583

2019

34,042

33,450

13,589

(in thousands of euros)

Non-Group customers

Accrued income

Group customers

Doubtful receivables

Provision for doubtful receivables

Total

-5,526

77,184

-4,315

64,162

-3,914

77,226

Trade receivables are recognised in assets at net value. Impairments concerned Doubtful receivables and the Axway Do Brasil

receivable. Accrued income increased €19.1 million due to inter-company accrued income (+€20.8 million), partially offset by a

decrease in non-group accrued income (-€1.7 million).

Other receivables, prepayments and accrued income

2021

6,295

2020

7,960

2019

7,459

559

(in thousands of euros)

Income tax

Withholding tax

VAT

1,040

778

1,368

1,751

5,187

11,996

28,262

1,926

1,601

4,261

5,899

21,706

Other receivables

Prepaid expenses

Unrealised foreign exchange losses

Total

5,492

7,096

20,700

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 183

Annual financial statements

Notes to the 2021 annual financial statements

Research Tax Credit - transferred receivables

Stock at

31/12/2021

Amount

received

Date of

repayment

Receivable

extinguished

Nominal sold

7,948

Commission

Year of sale

2,019

(in thousands of euros)

2018 research tax

credit

7,890

15.05.2022

15.05.2023

15.05.2024

7,948

8,254

2019 research tax

credit

8,254

8,129

125

2,020

2020 research tax

credit

7,960

7,834

126

2,021

7,960

Total

24,163

23,853

310

24,163

Impairment of current assets

Amount at start

of year

Amount at end

of year

Charge

1,211

Reversal

(in thousands of euros)

Impairment of trade receivables

Total

4,315

5,526

4,315

1,211

5,526

Charges to impairment mainly concern receivables from our subsidiary Axway Software Do Brasil.

6.3.2.3

Shareholder’s equity

Share capital

Axway Software’s share capital was €43,267,194 at

31 December 2021 and comprised 21,633,597 shares, with a

par value of €2 each.

The Company holds 11,918 treasury shares under the

market-making agreement.

Statement of changes in equity

Net profit

(loss) for Tax-driven

capital

Issue

premiums

Legal Discretionary

Retained

earnings

reserve

reserves

88,809

-8,540

-284

the year

-18,163

18,163

provisions

Total

243,981

-8,623

(in thousands of euros)

At 1 January 2021

42,702

111,541

4,245

14,847

Appropriation of 2020 earnings

Share capital increase

Options exercised

284

-18,245

1,840

281

2,121

Profit (loss) for the year

At 31 December 2021

-7,843

229,636

43,267

113,380

4,245

79,985

-3,399

The exercise of share subscription options in 2021 led to the

creation of 140,650 shares and the recognition of issue

premiums of €1,840 thousand.

In addition, a share capital increase led to the issue of

141,881 shares for a total value of €284 thousand on the expiry

of the LTIC plan.

Share subscription option plans

Position at

31/12/2021

Initial position

Option exercise period

Start date Expiry date

Position at 1 January

Change in the period, number of options

Number of Exercise

options

Number of Exercise

Number of

options

Exercise

price

Grant date

options

price

granted

cancelled exercised

PLAN N° 3 - 2011 stock option plan, maximum issue of 1,033,111 shares*

18/11/2011

28/03/2013

Total plans

516,175

€14.90

€15.90

18/05/2014 18/11/2021

18/11/2016 18/11/2021

28/09/2015 18/11/2021

28/03/2018 18/11/2021

63,675

66,375

€14.90

€15.90

-7,325

-56,350

-59,050

-12,201

-13,049

€14.90

€15.90

-7,325

131,250

12,201

131,250

13,049

1,394,850

155,300

-14,650 -140,650

Increased to 1,295,611 following an amendment in June 2013.

140,650 share subscription options were exercised during

fiscal year 2021.

At 31 December 2021, there remained no options outstanding

under the 2011 and 2013 grants.

14,650 share subscription options were cancelled in 2021

following the departure of the beneficiaries or failure to

exercise the options.

The average closing share price in 2021 was €27.84.

184

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Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the 2021 annual financial statements

6.3.2.4

Provisions for contingencies and losses

Reversal

(unused Amount at end

Amount at

Reversal (used

start of year

Charge

provisions)

of year

(in thousands of euros)

Provisions for disputes

Provisions for foreign exchange losses

Provisions for retirement benefits

Provisions for tax

538

7,096

558

535

11,996

7,269

11,996

7,096

7,638

291

189

496

787

Provisions for stock options

Total

183

21,622

29,333

201

441

21,603

37,163

20,774

12,504

●

Provisions were recorded chiefly in relation to financial risks on

retirement benefit commitments, foreign exchange losses,

Human Resources disputes, as well as litigation related to the

tax audit.

effective from 1 January 2009, an employer may no longer

unilaterally require employees to retire unless they have

reached the age of 70. For employees between the ages of

65 and 70, the employer is required to ask the employees if

they wish to retire.

Axway Software provides for its commitments to employees in

accordance with the provisions of the Syntec collective

bargaining agreement on retirement plans, as amended in

2004 pursuant to the retirement reform measures introduced

by the Law of 21 August 2003.

These successive changes are considered by the Group as

changes in actuarial assumptions for the following reasons:

●

the changes introduced by the new legal provisions do not

have a direct impact on the gross amount received by

employees;

The total commitment for retirement benefits amounted to

€7,638 thousand. Actuarial differences not recognised on the

balance sheet at year-end 2021 totalled €867 thousand (see

Note 6.3.1.2).

●

the agreements in existence at the effective date of the law

were not amended: benefits awarded to employees may

change at a later date once a new agreement has been

concluded;

Assumptions relating to procedures for departures take into

account changes in legislation in order to reflect the Group’s

best estimates at the reporting date:

●

the abolition of a departure procedure and the introduction

of the contribution on the severance indemnity payable in the

event of employer-imposed retirement led to a revision by

the Group of its actuarial assumptions.

●

the Social Security Financing Act for 2008 introduced a

contribution to be paid by the employer on benefits due to an

employee whose retirement is at the request of the

employer. This 50% contribution applies irrespective of the

age of the employee;

Other assumptions such as turnover, mortality and discount

rate are updated regularly to refine the calculation of

retirement commitments (see Note 6.3.1.2).

6.3.2.5

Liabilities

Financial debt

Amount at start

of year New borrowings

Amount at end of

year

Repayments

36,000

2,457

(in thousands of euros)

Syndicated credit facility

Bank loans

36,000

4,206

986

60,000

138

60,000

1,887

Employee profit-sharing fund

Loans from equity investments

Accrued interest on financial debt

Total

488

498

50,624

7,030

10,916

46,737

91,899

67,248

49,944

109,203

Axway Software contracted

multi-currency €125 million

This facility is subject to a use and non-use fee. The three

financial ratios provided in the credit facility agreement were

complied with at 31 December 2021.

revolving credit facility with six banks in July 2014, which it

renewed in January 2019. This credit facility was secured to

finance acquisitions as well as the Group’s general funding

needs. It is not amortised and the initial maturity of July 2021

was then set at January 2024 and extended to January 2026.

Two further drawdowns were performed on the RCF in 2021. In

September 2021, the Group performed an initial drawdown of

€10 million. This was followed by a second drawdown of

€50 million in November 2021, after repayment of the

€36 million drawdown performed in November 2017.

During the drawdown period, interest is payable at Euribor plus

a spread adjusted every six months to reflect the change in the

ratio: Net debt/EBITDA.

Note that during the year, a total of €1.5 million was also

repaid on the 2015 and 2016 BPI loans and €1 million on the

2016 loan from Banque Populaire.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 185

Annual financial statements

Notes to the 2021 annual financial statements

Loans contracted in 2016 have all been repaid.

struck in 2011 also enables employees to opt for external

management in multi-company mutual funds.

Employee profit-sharing funds include the special

profit-sharing reserve managed by Axway Software in current

accounts that are blocked for a certain period. An agreement

Loans from equity investments solely concern current

accounts with the Group’s companies.

Trade accounts payable

2021

1,625

2020

2,743

2019

4,456

(in thousands of euros)

Trade accounts payable - non-Group

Accrued expenses

22,682

6,651

18,525

2,863

22,905

2,980

Trade accounts payable - Group

Total

30,958

24,131

30,341

Tax and employee-related payables

2021

5,540

5,431

352

2020

8,021

6,942

356

2019

6,456

5,977

415

(in thousands of euros)

Employee-related payables

Social security bodies

Withholding tax

Income tax

VAT

4,952

6,222

7,676

Other taxes

Total

16,373

21,640

20,550

Other liabilities, accruals and deferred income

2021

545

2020

258

2019

391

(in thousands of euros)

Customer payments on account

Amounts payable on non-current assets

Group and associates

Other liabilities

295

446

371

1,150

1,411

27,164

750

685

1,200

28,878

655

Deferred income

28,421

685

Unrealised foreign exchange gains

Total

30,631

31,437

31,237

Deferred income comprises the portion of billings issued in advance on fixed-price and maintenance and Subscription contracts.

6.3.3 Notes to the income statement

6.3.3.1

Revenue

Revenue breaks down as follows by business:

2021

5.2%

2020

4.9%

2019

14.7%

(in percentage)

Licences

Support and maintenance

Integration and training services

Subscriptions

41.2%

24.6%

29.0%

100.0%

58.4%

27.1%

9.6%

50.6%

24.0%

10.8%

Revenue

100.0%

2021 revenue of €167.3 million includes €99.4 million generated outside France.

186

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Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the 2021 annual financial statements

6.3.3.2

Compensation granted to members of administrative and management bodies

Directors’ fees totalling €330 thousand were paid to directors in March 2021.

Compensation paid in 2021 to governing and management bodies totalled €156.9 thousand.

6.3.3.3

Net financial income (expense)

2021

2020

1,823

-516

2019

2,586

-506

-124

-106

(in thousands of euros)

Dividends received from equity investments

Interest on bank borrowings and similar charges

Interest on employee profit-sharing

-516

-44

-80

Discounting of retirement benefits (provision)

Losses on receivables from equity investments

Interest received and paid on Group current accounts

Foreign exchange gains and losses (including provisions)

Charges net of reversals to financial provisions, before foreign exchange impact

Other financial income and expense

-33

-72

-822

280

4,601

-56

373

420

-5,434

1,238

-146

-5,335

9,049

-160

5,825

-151

4,082

Net financial income (expense)

-3,637

A breakdown of dividends received is presented in the table of subsidiaries and associates (see Note 6.3.4.7).

agreement was renewed on 30 June 2021 and will expire at the

end of 2023.

6.3.3.4

Exceptional items

In 2021, the net exceptional loss of €4,669 thousand mainly

comprises:

Employee profit-sharing of €790 thousand was calculated for

fiscal year 2021.

●

commercial debt waivers of €4,227 thousand;

●

expenses relating to the acquisition and implementation of

the Workday software of €1 million;

6.3.3.6

Income tax expense

Tax system

●

provisions for contingencies and losses relating to free

shares purchased and to be purchased for €21.6 million;

Axway Software elected to apply the tax group scheme set out

in Articles 223 A et seq. of the French General Tax Code (Code

General des Impots) with effect from 1 January 2019. Under

the tax group agreement signed between Axway Software and

its fully consolidated subsidiaries, tax losses realised by the

subsidiaries during the tax group period are definitively

transferred to Axway Software.

●

the provision for accrued income concerning free shares to

be granted to subsidiaries of €17.7 million;

●

expense transfers concerning free shares to be granted to

French employees of €3.9 million.

6.3.3.5

Employee profit-sharing

The tax group comprises the parent company and its two

wholly owned subsidiaries, Axway Distribution France and

Axway SAS.

profit-sharing agreement was signed in June 2018 in

accordance with Articles L. 3311-1 et seq. of the French Labour

Code (Code du Travail) for a period of three years. This

Research tax credits

Axway Software received research tax credits for 2021 in the amount of €6,295 thousand.

Breakdown of tax between recurring and exceptional income

2021

2020

128

2019

1,280

-257

(in thousands of euros)

Tax on recurring operations

Tax on exceptional items

Tax audit

488

Additional contribution

Research tax credits

Other tax credits

-6,295

-8,056

-8,539

-43

Total income tax expense

-5,807

-7,928

-7,559

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 187

Annual financial statements

Notes to the 2021 annual financial statements

Deferred tax position

Base

Start of the fiscal year

Change

Liability

End of the fiscal year

(in thousands of euros)

Asset

Liability

Asset

Liability

I. Certain or potential timing differences

Tax-driven provisions

Investment grants

Temporary non-deductible expenses

●

To be deducted the following year

●

Employee profit sharing

●

C3S contribution

●

Construction levy

180

187

●

To be deducted thereafter

●

Provision for retirement commitments

7,269

368

7,638

●

Other

Temporary non-taxable income

●

Net short-term capital gains

●

Capital gains on mergers

●

Deferred long-term capital gains

Expenses deducted (or income taxed) for tax purposes

●

Deferred charges

655

685

●

Unrealised foreign exchange gains

Total

8,192

405

8,595

II. Items to be charged

Tax losses carried forward

Long-term capital losses

44,400

21,784

66,184

Other

III. Contingent taxable items

Capital gains on non-depreciable assets contributed on merger

Special long-term capital gains reserve

Special reserve for construction profits

Other

762

6.3.4 Other information

6.3.4.1

Maturities of receivables and payables at the fiscal year end

Receivables

Gross amount

Within one year

One to five years

(in thousands of euros)

Non-current assets

Receivables from equity investments

Other non-current financial assets

Current assets

57,866

2,246

57,866

1,105

1,141

Doubtful or disputed receivables

Other trade receivables

Employee-related receivables

Social security bodies

VAT

82,638

172

82,638

172

1,040

6,295

1,040

Tax credits

6,295

Other taxes

Other receivables

604

Prepayments and accrued income

Total

12,588

163,522

11,811

97,407

776

66,115

Other non-current financial assets mainly relate to the market-making agreement and treasury shares.

188

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Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Notes to the 2021 annual financial statements

Payables

Gross amount

Within one year

One to five years

(in thousands of euros)

Bank debt

●

2 years maximum at outset

61,887

498

61,137

498

●

More than 2 years maximum at outset

750

Other financial debt

Group and associates

46,737

30,958

5,540

5,431

46,737

Trade accounts payables

Employee-related payables

Social security bodies

30,958

5,540

5,431

State and public bodies

●

Withholding tax

352

4,952

352

4,952

●

VAT

●

Other taxes

Amounts payable on non-current assets

Other liabilities

295

1,230

29,106

187,165

1,230

29,106

139,677

Accruals and deferred income

Total

47,487

6.3.4.2

Accrued income and expenses

(in thousands of euros)

Accrued income

Trade accounts payable - Credit notes receivable

Trade receivables - Sales invoice accruals

Tax and social security receivables

Total

453

46,620

783

47,857

Accrued expenses

Accrued interest

22,682

657

Trade accounts payable - Purchase invoice accruals

Trade receivables - Credit Notes to be issued

Tax and employee-related payables

Other liabilities

9,314

170

Total

32,903

Tax and social security receivables correspond to VAT on purchase invoice accruals of €728 thousand and VAT on credit notes to

be issued of €54 thousand.

Tax payables mainly correspond to VAT on sales invoice accruals of €184 thousand and amounts payable to the French State,

including the CVAE corporate value-added contribution for €31 thousand and the C3S contribution for €89 thousand.

Employee-related payables mainly comprise provisions for paid leave (€2.7 million) and bonuses payable (€6.3 million), amounts

expensed.

6.3.4.3

Employees

The average workforce in 2021 totalled 477 employees, and the number of employees at 31 December 2021 was 466.

6.3.4.4

Statutory Audit fees

Audit fees of €304 thousand are recorded in the income statement, including €284 thousand for the statutory audit of the accounts

and €20 thousand for non-audit services. Non-audit services mainly comprise the report on related-party transactions, the review of

the Management report and the attestation on financial ratios.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 189

Annual financial statements

Notes to the 2021 annual financial statements

6.3.4.5

Off-balance sheet commitments

(in thousands of euros)

Discounted Notes not yet due

None

328

Bank guarantees in place of security deposits for leased premises

Bank guarantees for completion bonds

107

Bank guarantees guaranteeing payment of tax liabilities

Bank guarantees guaranteeing payment of supplier invoices

Unfunded retirement commitments (actuarial differences)

Guarantees given to subsidiaries to guarantee tender bids

Guarantees given to subsidiaries to guarantee leases

CEO severance compensation

177

None

-867

None

667

Collateral, mortgages and sureties

None

Interest rate hedging instruments

Exchange rate hedging instruments

Bank completion bonds stood at €107 thousand at

31 December 2021.

Bank guarantees

A bank guarantee of €225 thousand in place of a security

deposit was arranged in 2012 when the Puteaux 1 lease was

taken over. The date for lifting this guarantee was set at

30 June 2021, without possibility to bring this date forward.

The funds are currently being returned.

Guarantees of €177 thousand were established in August 2014

to guarantee the payment of tax liabilities.

Retirement commitments

At the end of 2021, the unfunded part of the retirement

commitment stood at €867 thousand.

In May 2013, a similar guarantee amounting to €41 thousand

was arranged when setting-up the new Puteaux 3 site, to which

a supplement of €62 thousand was added in 2015, following

the lease of a new floor. This guarantee must be lifted by the

lessor or alternatively by sending the original documents to the

bank. We have taken the necessary steps to obtain the return

of these funds from the former lessor.

Severance pay

Severance pay for the Chief Executive Officer was set at

US$756 thousand (or €667 thousand at the dollar exchange

rate on 31 December 2021).

6.3.4.6

Exceptional events and legal disputes

To the Company’s knowledge, there are no exceptional events or legal disputes that may impact its financial position, business or

results.

6.3.4.7

List of subsidiaries and equity investments

Carrying amount of securities

Outstanding

loans and

advances

Dividends

received by the

Company

held

Equity other

than share

capital

Last fiscal

Company

(in euros)

Share capital

held (in %)

granted by the year revenue, Last fiscal year

during the

fiscal year

Share capital

Gross

Net

Company

excl. VAT

profit (loss)

Axway Software

(France)

Axway UK Ltd

(United Kingdom)

119,008

(182,589)

99.998%

148,270

13,992,313

126,310

Axway GmbH

(Germany)

425,000

98,040

25,216,347

(39,815)

100%

23,038,194

98,127

23,038,194

98,127

28,295,083

3,892,507

4,215,198

21,887

Axway Srl (Italy)

Axway Software

Iberia (Spain)

1,000,000

9,756

(84,706)

956,540

100%

99.9%

100%

1,000,000

20,706,080

154,946,354

200,000

999,000

1,972,250

45,000

1,000,000

848,061

154,946,354

200,000

999,000

1,972,250

3,969,760

4,138,279

168,723,680

5,340,382

8,546,636

14,862,521

84,643

(123,463)

3,138,388

(2,005)

Axway Nordic

(Sweden)

Axway Inc. (United

States)

102,335,411

(1,500)

52,411,916

Axway BV

(Holland)

18,200

1,000,000

10,606

45,000

130,899

Axway Belgium

(Belgium)

(386,353)

2,501,087

(20,315)

367,641

952,929

(1,153)

Axway Romania Srl

(Romania)

375,412

Axway Software

(France)

Axway Pte Ltd

(Singapore)

26,144

8,859,914

680,213

190

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Summary Axway Software SA results for the past five fiscal years

Carrying amount of securities

held

Outstanding

loans and

advances

Dividends

received by the

Company

Equity other

Last fiscal

Company

(in euros)

than share

capital

Share capital

held (in %)

granted by the year revenue, Last fiscal year

Company excl. VAT profit (loss)

during the

fiscal year

Share capital

11,321

Gross

Net

Axway Ltd (Hong

Kong)

459,059

100%

2,031,324

54,012

Axway Pty

(Australia)

64,041

43,526

(1,344,420)

913,210

7,954,740

1,341,938

14,417,694

447,402

(220,954)

1,290,630

Axway Software

China (China)

1,578,751

2,556

Axway Bulgaria

EOOD (Bulgaria)

979,844

Axway Distribution

France (France)

33,000

(15,479)

100%

34,800

6,500

(1,193)

Axway Ltd (Ireland)

141,815

14,111,870

42,841,900

3,104,396

20,983,013

(13,941,940)

Axway Software Do

Brasil (Brazil)

8,801

(5,631,897)

99.991%

100%

12,543

18,209

1,605,657

362,985

5,356,913

523,231

(1,477,787)

929

Axway Switzerland

(Switzerland)

19,359

18,209

Summary Axway Software SA results

for the past five fiscal years

6.4

2021

2020

2019

2018

2017

(in euros)

Share capital at end of fiscal year

Social capital

43,267,194

21,633,597

42,702,132

21,351,066

42,450,762

21,225,381

42,450,762

21,225,381

42,420,462

21,210,231

Number of ordinary shares outstanding

Number of bonds convertible into shares

Transactions and results for the fiscal year

Revenue excluding VAT

167,254,376

156,706,577

163,568,230

157,202,173

162,089,972

Profit (loss) before tax, employee

profit-sharing and incentive schemes,

depreciation, amortisation and provisions

8,853,621

-5,806,999

-15,140,745

-8,063,764

12,541,571

-7,559,470

19,905,290

-6,559,179

13,460,840

-11,050,179

Income tax

Employee profit-sharing, incentive

schemes, depreciation, amortisation and

provisions

754,623

903,829

714,193

555,044

130,049

Profit (loss) after tax and employee

profit-sharing, depreciation, amortisation

and provisions

-7,843,108

8,653,439

-18,162,775

8,540,426

14,828,878

22,812,473

8,490,152

16,983,375

4,242,046

Distributed earnings

Earnings per share

Profit (loss) after tax and employee

profit-sharing, but before depreciation,

amortisation and provisions

0.64

-0.37

0.91

1.22

1.15

Profit (loss) after tax and employee

profit-sharing, depreciation, amortisation

and provisions

-0.36

0.40

-0.85

0.40

0.70

0.00

1.07

0.40

0.80

0.20

Dividend per share

Employee data

Average number of employees during the

fiscal year

477

483

489

477

577

Total payroll for the fiscal year

43,808,036

41,973,124

38,739,302

39,316,093

43,762,519

Total benefits paid for the fiscal year

(social security, employee welfare, etc.)

17,927,150

19,729,625

17,603,997

17,086,210

19,094,590

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 191

Annual financial statements

Statutory Auditors’ report on the annual financial statements

Statutory Auditors’ report on the annual financial

statements

6.5

This is a translation into English of the Statutory Auditors’ report on the annual financial statements of the Company issued in French

and it is provided solely for the convenience of English speaking users.

This Statutory Auditors’ report includes information required by European regulation and French law, such as information about the

appointment of the Statutory Auditors or verification of the management report and other documents provided to shareholders.

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards

applicable in France.

Year ended 31 December 2021

To the General Meeting of Axway Software,

4. Justification of our assessments - Key

audit matters

1. Opinion

Due to the global crisis related to the COVID-19 pandemic, the

In compliance with the engagement entrusted to us by your

General Meeting, we have audited the accompanying annual

financial statements of Axway Software for the year ended 31

December 2021.

financial statements of this period have been prepared and

audited under specific conditions. Indeed, this crisis and the

exceptional measures taken in the context of the state of

sanitary emergency have had numerous consequences for

companies, particularly on their operations and their financing,

and have led to greater uncertainties on their future prospects.

Those measures, such as travel restrictions and remote

working, have also had an impact on the companies' internal

organisation and the performance of the audits.

In our opinion, the annual financial statements give a true and

fair view of the assets and liabilities and of the financial

position of the Company at 31 December 2021 and of the

results of its operations for the year then ended in accordance

with French accounting principles.

It is in this complex and evolving context that, in accordance

with the requirements of Articles L. 823-9 and R. 823-7 of the

French Commercial Code (code de commerce) relating to the

justification of our assessments, we inform you of the key

audit matters relating to risks of material misstatement that, in

our professional judgement, were of most significance in our

audit of the annual financial statements of the current period,

as well as how we addressed those risks.

The audit opinion expressed above is consistent with our

report to the Audit Committee.

2. Basis for opinion

2.1. Audit framework

We conducted our audit in accordance with professional

standards applicable in France. We believe that the audit

evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

These matters were addressed in the context of our audit of

the annual financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on

specific items of the financial statements.

Our responsibilities under those standards are further

described in the “Statutory Auditors’ Responsibilities for the

Audit of the Financial Statements” section of our report.

4.1.Measurement of business goodwill

(Notes 1.2 and 2.1 to the annual financial statements).

2.2. Independence

We conducted our audit engagement in compliance with

independence requirements of the French Commercial Code

(code de commerce) and the French Code of Ethics (code de

déontologie) for statutory auditors, for the period from 1

January 2021 to the date of our report, and specifically we did

not provide any prohibited non-audit services referred to in

Article 5(1) of Regulation (EU) No. 537/2014.

Risk identified

At 31 December 2021, net business goodwill of €38.8 million

was recognised in the balance sheet.

The assets involved are not systematically amortised but are

tested for impairment at each year-end and whenever there is

an indication of an impairment loss, as stated in Note 1.2 to

the annual financial statements.

3. Emphasis of matter

Impairment is recognised if the net carrying amount of the

business goodwill is greater than its present value, which

corresponds to the higher of the market value and value-in-use.

We draw your attention to the following matter described in

Note 1.2 “Accounting principles and valuation rules” to the

annual financial statements on the update to ANC

recommendation no. 2013-02 on the measurement and

recognition of retirement benefits and similar commitments

and its impact on the annual financial statements. Our opinion

in not modified in respect of this matter.

We considered measurement of business goodwill to be a key

audit matter, in view of its material significance in the annual

financial statements, and because of the need for

management to exercise judgement in appraising the present

value.

Our response

Our audit of the annual financial statements included the

following procedures, in particular:

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AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Statutory Auditors’ report on the annual financial statements

●

examining the rules and procedures for conducting

impairment testing;

Assessing the revenue recognition method for each

activity identified;

●

assessing the reasonableness of the main management

estimates, and particularly the cash flow forecasts, the

perpetual growth rate and the discount rate adopted;

Verifying application of the procedure for allocating the

price of multi-component contracts to the different

components of these contracts;

●

analysing the forecasts for consistency with historic

performance.

Reconciling accounting data with the operational

monitoring of the businesses and contractual data;

●

Examining proof of contract invoicing and settlement;

Examining proof of delivery and completion.

4.2.Revenue recognition

(Notes 1.2 and 3.1 to the annual financial statements).

●

Assessing the appropriateness of the disclosures in the

notes to the annual financial statements.

Risk identified

The Company’s activity comprises several business lines

including the sale of licenses, maintenance and support

services, integration and training services and finally

subscriptions.

4.3. Measurement of equity investments

(Notes 1.2 and 2.1 to the annual financial statements).

As disclosed in Note 1.2 “Revenue recognition” to the annual

financial statements, the revenue recognition method depends

on the nature of the services rendered and particularly:

Risk identified

Equity investments recognised in assets total €227.1 million at

31 December 2021, and represent the largest balance sheet

item. These investments are recognised at acquisition or

subscription cost at the date of initial recognition and are

impaired based on their value-in-use.

●

License revenue is recognised immediately upon delivery,

which is considered completed when all contractual

obligations have been fulfilled, i.e. when any remaining

services to be provided are non-material and not liable to call

into question the customer’s acceptance of goods supplied.

As stated in Note 1.2 to the annual financial statements, the

value-in-use is estimated by management on the basis of the

net assets of subsidiaries, together with an analysis of forecast

changes and profitability of equity investments based on

discounted future cash flows.

●

Software as a service subscription revenue is recognised

progressively as Axway transfers control of the service.

●

Maintenance revenue is recognised on a time-apportioned

basis.

Estimating the value-in-use of these investments calls for the

exercise of judgement by management in choosing the items

to consider for the investments concerned; depending on the

case, such items may be historic data or forecast data.

Consequently, a change in the assumptions retained may

affect the value-in-use of the equity investments. We therefore

considered measurement of equity investments to be a key

audit matter.

●

Services revenue is generally recognised on a time spent

basis and is recognised when the services are performed.

Services are sometimes provided under fixed-price

contracts, in which case they are recognised using the

percentage-of-completion method.

●

Where contracts comprise multiple components (license,

maintenance, related services, etc.), revenue is generally

recognised by applying the above methods after allocating

the different revenue amounts to each activity. The amount

of revenue attributable to the license is equal to the

difference between the total contract amount and the actual

value of its other component services: maintenance, related

services.

Our response

To assess the reasonableness of the estimates of value-in-use

of equity investments, based on the information

communicated to us, our work consisted chiefly in verifying

whether the estimated values determined by management

were based on an appropriate justification of the valuation

method and quantitative data used, as well as, depending on

the investment concerned:

In this context, the audit risks concern in particular the correct

separation of fiscal years and the rules and procedures for

apportioning revenue to contracts with multiple components.

We considered revenue recognition to be a key audit matter

given Management judgements and estimates underlying

revenue and the diversity of Axway activities as a software

publisher.

For measurements based on historic data:

●

verifying that the shareholders’ equity used was consistent

with the financial statements of entities for which audit or

analytical procedures were performed, and that any

adjustments made to such shareholders’ equity were based

on firm documentary evidence;

Our response

Our audit approach is based on the assessment of the internal

control procedures put in place by the Company in order to

verify the measurement, occurrence and proper separation of

fiscal years for revenue and on substantive audit procedures.

●

verifying the foreign exchange rates for any currencies used.

For measurements based on forecast data:

●

obtaining operating forecasts for the entities concerned and

Our work included the following, in particular:

assessing their consistency with historic data;

●

verifying the consistency of the assumptions made with the

economic environment at the reporting date and at the date

when the financial statements were drawn up;

●

Assessing internal control procedures, identifying the main

manual or automatic controls relevant to our audit and

testing their design and operating efficiency;

●

assessing the reasonableness of any other assumptions

●

Conducting analytical audit procedures by type of service

made by management in determining the value-in-use of the

equity investments, such as the perpetual growth rate or the

discount rate.

rendered, particularly by analysing revenue trends;

●

For a sample of contracts selected using a multi-criteria

approach:

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 193

Annual financial statements

Statutory Auditors’ report on the annual financial statements

prepared under the responsibility of the Chief Executive Officer,

complies with the single electronic format defined in the

European Delegated Regulation No 2019/815 of 17 December

2018.

5. Specific verifications

We have also performed, in accordance with professional

standards applicable in France, the specific verifications

required by French law and regulations.

Based on the work we have performed, we conclude that the

presentation of the annual financial statements intended to be

included in the annual financial report complies, in all material

respects, with the European single electronic format.

5.1.Information given in the management report and

in the other documents provided to shareholders on

the financial position and the financial statements

We have no responsibility to verify that the annual financial

statements that will ultimately be included by your Company in

the annual financial report filed with the AMF are in agreement

with those on which we have performed our work.

We have no matters to report as to the fair presentation and

the consistency with the financial statements of the

information given in the management report of the Board of

Directors and in the other documents addressed to

shareholders with respect to the financial position and the

financial statements.

6.2.Appointment of the Statutory Auditors

Both ACA Nexia and Mazars were appointed Statutory Auditors

of Axway Software by the General Meeting of 18 December

2000.

We attest to the fair presentation and consistency with the

financial statements of the payment period disclosures

required by Article D. 441-6 of the French Commercial Code

(code de commerce).

At 31 December 2021, ACA Nexia and Mazars had held office

as auditors for 21 continuous years, of which 11 years since

the Company’s securities were admitted for trading on a

regulated market.

5.2.Report on corporate governance

We attest that the Board of Directors’ report on corporate

governance contains the information required by Articles L.

225-37-4, L.22-10-9 and L. 22-10-10 of the French Commercial

Code (code de commerce).

7.Responsibilities of Management and Those

Charged with Governance for the Financial

Statements

Management is responsible for the preparation and fair

presentation of the annual financial statements in accordance

with French accounting principles, and for such internal control

as management determines is necessary to enable the

preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

Concerning the information given in accordance with the

requirements of Article L. 22-10-9 of the French Commercial

Code (code de commerce) relating to compensation and

benefits paid or granted to company officers and any other

commitments made in their favour, we have verified its

consistency with the financial statements, or with the

underlying information used to prepare these financial

statements and, where applicable, with the information

obtained by your Company from entities it controls or included

in the consolidation scope. Based on this work, we attest the

accuracy and fair presentation of this information.

In preparing the annual financial statements, management is

responsible for assessing the Company’s ability to continue as

a going concern, disclosing, as applicable, matters related to

going concern and using the going concern basis of

accounting unless it is expected to liquidate the Company or to

cease operations.

Concerning the information relating to the items that your

Company considered likely to have an impact in the event of a

tender or exchange offer, provided pursuant to Article L.

22-10-11 of the French Commercial Code (code de commerce),

we have verified their compliance with the underlying

documents which have been communicated to us. Based on

our work, we have no comment to make on this information.

The Audit Committee is responsible for monitoring the

financial reporting process and the effectiveness of internal

control and risk management systems and where applicable,

its internal audit, regarding the accounting and financial

reporting procedures.

5.3.Other information

The financial statements were approved by the Board of

Directors.

In accordance with French law, we have verified that the

required information concerning the identity of the

shareholders and holders of the voting rights has been properly

disclosed in the management report.

8.Statutory Auditors’ Responsibilities for the

Audit of the Financial Statements

6.Other Legal and Regulatory Verifications or

Information

8.1.Objectives and audit approach

Our role is to issue a report on the financial statements. Our

objective is to obtain reasonable assurance about whether the

6.1.Format of presentation of the annual financial

statements intended to be included in the annual

financial report

We have also verified, in accordance with the professional

standard applicable in France relating to the procedures

performed by the statutory auditor relating to the annual and

consolidated financial statements presented in the European

single electronic format, that the presentation of the annual

financial statements intended to be included in the annual

financial report mentioned in Article L. 451-1-2, I of the French

Monetary and Financial Code (code monétaire et financier),

financial statements as

misstatement. Reasonable assurance is

whole are free from material

high level of

assurance, but is not a guarantee that an audit conducted in

accordance with professional standards will always detect a

material misstatement when it exists. Misstatements can arise

from fraud or error and are considered material if, individually

or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis

of these financial statements.

As specified in Article L. 823-10-1 of the French Commercial

Code (code de commerce), our statutory audit does not include

194

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Statutory Auditors’ report on the annual financial statements

assurance on the viability of the Company or the quality of

management of the affairs of the Company.

requirement to draw attention in the audit report to the

related disclosures in the annual financial statements or, if

such disclosures are not provided or inadequate, to modify

the opinion expressed therein;

As part of an audit conducted in accordance with professional

standards applicable in France, the statutory auditor exercises

professional judgement throughout the audit and furthermore:

●

evaluates the overall presentation of the financial

statements and assesses whether these statements

●

identifies and assesses the risks of material misstatement

represent the underlying transactions and events in

manner that achieves fair presentation.

of the annual financial statements, whether due to fraud or

error, designs and performs audit procedures responsive to

those risks, and obtains audit evidence considered to be

sufficient and appropriate to provide a basis for his opinion.

The risk of not detecting a material misstatement resulting

from fraud is higher than for one resulting from error, as

fraud may involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control;

8.2.Report to the Audit Committee

We submit a report to the Audit Committee which includes, in

particular, a description of the scope of the audit and the audit

programme implemented, as well as the results of our audit.

We also report, if any, significant deficiencies in internal control

regarding the accounting and financial reporting procedures

that we have identified.

●

obtains an understanding of internal control relevant to the

audit in order to design audit procedures that are appropriate

in the circumstances, but not for the purpose of expressing

an opinion on the effectiveness of the internal control;

Our report to the Audit Committee includes the risks of

material misstatement that, in our professional judgement,

were of most significance in the audit of the annual financial

statements of the current period and which are therefore the

key audit matters, that we are required to describe in this

report.

●

evaluates the appropriateness of accounting policies used

and the reasonableness of accounting estimates and related

disclosures made by management in the annual financial

statements;

We also provide the Audit Committee with the declaration

provided for in Article 6 of Regulation (EU) No. 537/2014,

confirming our independence within the meaning of the rules

applicable in France such as they are set in particular by

Articles L. 822-10 to L. 822-14 of the French Commercial Code

(code de commerce) and in the French Code of Ethics (code de

déontologie) for Statutory Auditors. Where appropriate, we

discuss with the Audit Committee the risks that may

reasonably be thought to bear on our independence, and the

related safeguards.

●

assesses the appropriateness of management’s use of the

going concern basis of accounting and, based on the audit

evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant

doubt on the Company’s ability to continue as a going

concern. This assessment is based on the audit evidence

obtained up to the date of his audit report. However, future

events or conditions may cause the Company to cease to

continue as

a going concern. If the statutory auditor

concludes that a material uncertainty exists, there is a

Paris and Courbevoie, 10 March 2022

The Statutory Auditors

Aca Nexia

Mazars

Sandrine Gimat

Jérôme Neyret

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 195

Axway Software

share capital and shares

AFR

7.1 General Meetings

7.2 Current share ownership

198

7.2.1

7.2.2

7.2.3

7.2.4

7.2.5

Recent transactions – Share ownership thresholds

200

201

Approximate number of shareholders

Employee share ownership

Shareholders’ agreements notified to the stock market authorities

Control of the Company

7.3 Changes in the share capital

202

7.4 Shares held by the Company or on its behalf – share buyback programme and

market-making agreement

204

7.4.1

7.4.2

7.4.3

Transactions carried out in 2021 under the share buyback programme

204

Transactions carried out in 2021 under the market-making agreement

Description of the share buyback programme proposed to the General Meeting of 24 May 2022

AFR

7.5 Delegations granted by General Meetings to increase the share capital

205

Delegations of authority granted by the Combined General Meeting of 5 June 2019

Delegations of authority granted by the Combined General Meeting of 3 June 2020

Delegations of authority granted by the Combined General Meeting of 25 May 2021

205

206

207

II.

III.

7.6 Share subscription options

208

209

210

7.7 Share price and trading volumes

7.8 Dividend

7.9 Rights, privileges and restrictions attached to each category of shares outstanding

210

7.9.1

7.9.2

Rights and obligations attaching to shares (Article 12 of the Articles of Association)

210

Indivisibility of shares – Bare ownership – Beneficial ownership (Article 13 of the Articles of

Association)

210

7.10 Information on takeover bids pursuant to Article L. 22-10-11 of the French Commercial

Code

211

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 197

Axway Software share capital and shares

General Meetings

Axway share ownership supports the Company’s performance and sustainability strategic project.

Share capital held by leading shareholders favours stable but flexible governance decisions, while the increase in employee

share ownership encourages employee engagement.

The market-making agreement entrusted to an investment service provider since Axway’s IPO, seeks to increase the fluidity of

transactions in the Company’s shares in the secondary market.

General Meetings

7.1

Axway Software was listed on the regulated Euronext market in

Paris on 14 June 2011.

Changes in share capital during the fiscal year ended

31 December 2021 are detailed in Section 3 (“Changes in share

capital”) of this Chapter 7.

Axway Software shares are listed on Compartment B of

Euronext Paris and are eligible for the Deferred Settlement

Service (SRD) and inclusion in equity saving plans (PEA and

PEA-PME).

On 31 December 2021, if all free shares had been issued and

all share subscription options, exercisable or not, exercised,

this would have resulted in the issuance of 1,045,533 new

shares, representing 4.83% of the Company’s share capital.

On 31 December 2021, Axway Software’s share capital

consisted of 21,633,597 shares with a par value of two (2)

euros each, fully paid up, amounting to €43,267,194. The total

number of exercisable voting rights attached to the share

capital at 31 December 2021, taking account of the existence

of double voting rights and the absence of voting rights on

treasury shares, was 36,079,526.

To the best of the Company’s knowledge, no Axway Software

shares held in registered form and representing a significant

proportion of the Company’s capital have been pledged as

collateral.

Shares owned by the Company in its subsidiaries are

unencumbered by sureties.

Current share ownership

7.2

At 31/12/2021

Number

Number of theoretical

voting rights

Number of exercisable

voting rights

% of exercisable

voting rights

of shares owned

6,913,060

4,503,321

22,970

% of capital

31.96%

20.82%

0.11%

Shareholders

Sopra Steria Group SA

Sopra GMT⁽¹⁾

Pasquier family group⁽¹⁾

Odin family group⁽¹⁾

Management⁽²⁾

13,826,120

9,006,642

42,350

13,825,674

9,005,449

43,295

38.32%

24.96%

0.12%

1.33%

1.45%

293,309

1.36%

479,162

523,309

479,857

523,153

315,167

1.46%

Shareholder agreement between

the Founders, the Managers and

Sopra Steria Group SA

Public⁽³⁾

12,047,827

9,229,824

2,572,458

356,186

55.69%

42.66%

11.89%

1.65%

23,877,583

12,202,183

5,144,916

23,877,430

12,202,183

5,144,940

66.18%

33.82%

14.26%

o/w Caravelle

Treasury shares

Total

356,186

21,633,597

100%

36,435,712

36,079,526

100%

(1) Sopra GMT, the Pasquier family group and the Odin family group are referred to collectively as the “Founders”.

(2) Managers who have signed the shareholders' agreement with Sopra GMT and the Pasquier and Odin family groups.

(3) Calculated by deduction.

198

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Current share ownership

At 31 December 2021, Axway held 11,918 treasury shares

under market-making agreement. Furthermore, when

To the best of the Company’s knowledge, only Caravelle and

Lazard Freres Gestion held more than 5% of the Company’s

share capital at 31 December 2021, with 2,572,458 and

1,222,900 shares, representing 11.89% and 5.65% of share

capital, respectively.

implementing the share buyback programme between

1 October and 31 December 2021, Axway purchased

344,268 shares during the period. These shares were allocated

to cover undertakings subscribed by the Company in

connection with employee performance share plans. In total, at

31 December 2021, Axway held 356,186 treasury shares.

There were no material changes in the Company’s share

capital structure in 2021.

At 31/12/2020

Number of shares

Number of theoretical Number of exercisable

% of exercisable

voting rights

held % of share capital

voting rights

13,826,120

9,006,642

49,502

voting rights

13,826,120

9,006,642

49,502

Shareholders

Sopra Steria Group SA

Sopra GMT⁽¹⁾

Pasquier Family group⁽¹⁾

Odin Family group⁽¹⁾

Management⁽²⁾

6,913,060

32.38%

21.09%

0.14%

1.39%

1.60%

38.25%

24.92%

0.14%

1.46%

1.57%

4,503,321

29,970

297,309

340,952

527,904

566,474

Shareholder agreement between

the Founders, the Managers and

Sopra Steria Group SA

Public⁽³⁾

12,084,612

9,229,476

2,572,458

36,978

56.60%

43.23%

12.05%

0.17%

23,976,642

12,166,819

5,144,916

36,978

23,976,642

12,166,819

5,144,916

66.34%

33.66%

14.23%

o/w Caravelle

Treasury shares

Total

21,351,066

100%

36,180,439

36,143,461

100%

(1) Sopra GMT, the Pasquier family group and the Odin family group are referred to collectively as the “Founders”.

(2) Managers who have signed the shareholders' agreement with Sopra GMT and the Pasquier and Odin family groups.

(3) Calculated by deduction.

At 31/12/2019

Number of shares

held

Number of theoretical Number of exercisable

% of exercisable

voting rights

% of capital

32.57%

21.22%

0.13%

voting rights

12,526,120

9,006,642

46,626

voting rights

12,526,120

9,006,642

46,626

Shareholders

Sopra Steria Group SA

Sopra GMT⁽¹⁾

Pasquier Family group⁽¹⁾

Odin Family group⁽¹⁾

Sopra Développement⁽²⁾

Management⁽²⁾

6,913,060

4,503,321

27,094

295,227

36.08%

25.94%

0.13%

1.51%

1.39%

525,822

340,384

1.60%

563,918

1.62%

Shareholder agreement between

the Founders, the Managers and

Sopra Steria Group SA

Public⁽³⁾

12,079,087

9,099,629

2,572,458

46,665

56.91%

42.87%

12.12%

0.22%

22,669,130

12,045,336

5,144,916

46,665

22,669,130

12,045,336

5,144,916

65.30%

34.70%

14.82%

o/w Caravelle

Treasury shares

Total

21,225,381

100%

34,761,131

34,714,466

100%

(1) Sopra GMT, the Pasquier family group and the Odin family group are referred to collectively as the “Founders”.

(2) Managers who have signed the shareholders' agreement with Sopra GMT and the Pasquier and Odin family groups.

(3) Calculated by deduction.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 199

Axway Software share capital and shares

Current share ownership

The share capital of Sopra GMT, the holding company of Axway and Sopra Steria, is held as follows:

Sopra GMT’s share ownership structure

Shareholders

31/12/2021

31/12/2020

% of capital

68.27%

28.34%

2.71%

% of capital

68.27%

Pasquier Family group

Odin Family group

318,050

132,050

12,604

318,050

132,050

15,774

28.34%

Sopra Steria Group active and retired managers

Treasury shares

3.39%

3,170

0.68%

Total

465,874

100.00%

465,874

100.00%

7.2.1 Recent transactions – Share ownership thresholds

The Company’s shareholders are subject to prevailing laws and

regulations on reporting the crossing of ownership thresholds

and their future intentions. In addition, the Company has taken

care to supplement the legal mechanism by adding a clause to

the Articles of Association stipulating that:

“Any shareholder whose ownership interest in the share capital crosses the thresholds of three or four percent of the share

capital or voting rights shall inform the Company in the same manner and based on the same calculation methods as those set

forth by law for declarations that legal thresholds have been crossed” (Article 28 of the Articles of Association).

In a letter received on 6 September 2021, FIL Limited (Fidelity

International) declared it had decreased its interest below a

threshold and held 2.92% of Axway’s share capital, i.e.

629,243 shares and 1.73% of the Company’s voting rights.

7.2.2 Approximate number of shareholders

At 31 December 2021, Axway Software had 931 registered

shareholders who owned 15,005,174 shares and held

29,807,289 voting rights, i.e. 69.36% of the shares making up

the share capital, and 81.80% of total theoretical voting rights.

On the basis of the most recent data available to the Company,

there are around 3,200 shareholders.

7.2.3 Employee share ownership

At 31 December 2021, pursuant to the provisions of

Article L. 225-102 of the French Commercial Code, Company

shares held by its employees or by employees of its affiliates,

within the meaning of Article L. 225-180 of the French

Commercial Code, were as follows:

However, no shares are held by employees and/or former

employees of the Company or its affiliates within the meaning

of Article L. 225-180 of the French Commercial Code through

mutual funds.

Furthermore, to increase employee engagement in the

long-term corporate project, Axway has granted free shares on

several occasions to all employees:

●

2,970 shares under a company savings plan; and

●

204,155 shares directly held in registered form following the

set-up of free share plans in accordance with the provisions

of Article L. 22-10-59 of the French Commercial Code;

●

following Axway’s IPO in June 2011, the Board of Directors’

meeting of 14 February 2012 approved the grant of

45 shares to each employee. The shares became available

following vesting periods of two to four years according to

the country;

representing a total of 207,125 shares or 0.96% of the

Company’s share capital at 31 December 2021.

●

on 22 February 2019, 200 free shares were granted to all

employees at that date, subject to the condition that they

remain employed by Axway for a period of three years.

200

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Current share ownership

7.2.4 Shareholders’ agreements notified to the stock market authorities

●

A shareholders’ agreement to act in concert with respect to

Sopra Steria Group was entered into for a period of two years

on 7 December 2009 between Sopra GMT, the Pasquier and

Odin family groups and a group of managers. This agreement

is renewed tacitly every two years. The clauses of the

agreement were extended to encompass Axway Software’s

shares pursuant to the amendment of 27 April 2011.

an undertaking by the parties to act in concert to adopt a

common strategy in the event of a public offer for the

Company’s shares;

●

a pre-emption right for the Odin and Pasquier family groups

and Sopra GMT in the event of a sale of the Company’s

shares by (i) a manager (first rank pre-emption right for

Sopra GMT, second rank pre-emption right for the Pasquier

family group, third rank pre-emption right for the Odin family

group, fourth rank pre-emption right for Sopra

Developpement) and (ii) Sopra Developpement (first rank

pre-emption right for Sopra GMT, second rank pre-emption

right for the Pasquier family group, third rank pre-emption

right for the Odin family group). The pre-emption exercise

price will be equal to (x) the agreed price between the

transferor and the transferee in the event of an off-market

sale, (y) the average for the last ten trading days prior to

notification of the sale in the event of a market sale and (z),

in other cases, the value adopted for the shares in

connection with the transaction.

Sopra GMT, leading shareholder and holding company of Sopra

Steria Group, as well as Sopra Steria Group also act in concert

with respect to Axway Software.

With respect to the Company, this involves:

●

an undertaking by the parties to act in concert so as to

implement joint policies and, in general, approve any major

decisions;

●

an undertaking by the parties to act in concert in connection

with the appointment and reappointment of members of the

Company’s management bodies, by which the senior

managers agree to facilitate the appointment of any

individuals proposed by the Pasquier and Odin family groups

and Sopra GMT;

It should also be noted that Amendment no. 2 to the

aforementioned shareholders’ agreement of 7 December 2009

was signed on 14 December 2012. Amendment no. 2 had no

impact on the Company insofar as Sopra Executives

Investments does not hold any shares in the Company.

●

an undertaking by the parties to act in concert in connection

with any proposed acquisition or disposal of more than

0.20% of the share capital or voting rights of the Company;

7.2.5 Control of the Company

●

Sopra GMT, the holding company of Axway Software and

Sopra Steria Group, exercises control over the Company due to

its direct and indirect holding (as part of the shareholders’

agreement) of over half of the share capital (55.69%) and

66.18% of exercisable voting rights. In its role as holding

company, Sopra GMT exercises considerable influence over

the Company’s business, strategy and development. However,

the Company does not believe that there is a risk that the

control will be exercised in an abusive manner since:

the directors are bound by the obligation to protect the

interests of the Company and comply with the rules set out

in the Securities Trading Code of Conduct, the internal

regulations of the Board of Directors and the Ethics charter,

as well as the rules contributing to good governance as

defined in the Middlenext Code of Corporate Governance

(Board member ethics);

●

the Company’s Board of Directors set up an Audit

Committee responsible for reviewing the financial

statements, including the Green Taxonomy, monitoring the

efficiency of the internal control and risk management

systems, monitoring the statutory audit of the financial

statements and verifying compliance with the requirement

for the Statutory Auditors to be independent (see Chapter 4).

The creation of an Audit Committee comprised 86% of

independent directors prevents any abusive control over the

Company by the shareholders acting in concert;

●

the Company decided to adopt the recommendations of the

Middlenext Code of Corporate Governance for small and mid

caps updated in September 2021, because of its

compatibility with the size of the Company and its capital

structure;

●

the duties of the Chairman and Chief Executive Officer have

been separated since the Company’s IPO. This separation of

offices was renewed on the appointment of the current Chief

Executive Officer;

●

in accordance with the recommendations of the Middlenext

Code of Corporate Governance, the Company’s Board of

Directors introduced a procedure allowing for the disclosure

and management of conflicts of interest;

●

on the recommendation of the Company’s Appointments,

Governance and Corporate Responsibility Committee and in

compliance with the applicable Middlenext Code of

Corporate Governance, the Company’s Board of Directors

qualified nine directors as independent (i.e. more than 50%

of Board members), namely Emma Fernandez, Helen Louise

Heslop, Veronique de la Bachelerie, Marie-Helene

Rigal-Drogerys, Pascal Imbert, Herve Saint-Sauveur, Michael

Gollner, Yves de Talhouet and Herve Dechelette, at the Board

meeting of 27 January 2022;

●

the Company’s Board of Directors set up an Appointments,

Ethics and Governance Committee, renamed the

Appointments, Governance and Corporate Responsibility

Committee in 2021, whose tasks include examining the

independence of directors and situations of conflicts of

interest.

The General Shareholders’ Meeting of 4 June 2014 introduced

double voting rights for the Company, in accordance with

legislative changes. The implementation of double voting

rights enables the Company to strengthen the stability of its

share ownership and thus focus on mid- and long-term

projects.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 201

Axway Software share capital and shares

Changes in the share capital

7.3

Share capital

after the

transaction

(in euros)

Number of shares

Created

Contributions

Premiums

Total Par value or reserves

Date

Transaction type

Par value

€38

€4.75

€2

2008

75,620,000

76,572,437

32,241,026

40,301,282

40,642,076

40,642,166

40,709,974

40,760,834

40,780,834

40,899,496

40,913,400

40,930,354

40,981,208

41,032,068

41,082,378

41,099,332

41,111,632

41,114,632

41,124,432

41,132,182

41,136,276

41,154,182

41,161,682

41,170,182

41,171,082

41,171,932

41,399,932

41,435,072

41,456,832

41,539,032

41,547,832

41,550,782

41,596,862

41,597,862

41,602,362

41,604,362

41,609,362

41,625,012

41,639,612

41,642,612

41,647,612

41,697,812

1,990,000

2009

1,990,000

2010

2011

Division of the par value by 8

15,920,000

16,120,513

20,150,641

20,321,038

20,321,083

20,354,987

20,380,417

20,390,417

20,449,748

20,456,700

20,465,177

20,490,604

20,516,034

20,541,189

2,054,966

2011

Capital increase by capitalisation of reserves

Capital decrease by a reduction in the par value

Capital increase by exercise of options

Capital increase by issue of free shares

Capital increase by exercise of options

Capital increase by issue of free shares

Capital increase by exercise of options

Capital increase by issue of free shares

Capital increase by exercise of options

200,513

2011

44,331

2011

€2

4,030,128

170,397

2012

€2

14/02/2013

18/06/2013

19/09/2013

20/09/2013

25/09/2013

26/09/2013

29/09/2013

01/2014

02/2014

04/2014

06/2014

08/2014

09/2014

10/2014

12/2014

01/2015

04/2015

05/2015

06/2015

07/2015

08/2015

09/2015

10/2015

11/2015

12/2015

01/2016

02/2016

04/2016

05/2016

06/2016

07/2016

08/2016

09/2016

10/2016

11/2016

€2

33,904

25,430

10,000

59,331

6,952

8,477

25,427

25,430

25,155

8,477

6,150

1,500

4,900

3,875

8,567

8,953

3,750

4,250

450

€2

20,555,816

20,557,316

20,562,216

20,566,091

20,568,138

20,577,091

20,580,841

20,585,091

20,585,541

20,585,966

20,699,966

20,717,536

20,728,416

20,767,516

20,773,916

20,775,391

20,798,431

20,798,931

20,801,181

20,802,181

20,804,681

20,812,506

20,819,806

20,821,306

20,823,806

20,848,906

€2

425

€2

114,000

17,570

10,880

41,100

4,400

1,475

23,040

500

€2

1,500

1,000

2,500

7,825

7,300

1,500

2,500

25,100

€2

202

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Changes in the share capital

Share capital

Number of shares

Contributions

after the

transaction

(in euros)

Premiums

Total Par value or reserves

Date

Transaction type

Par value

€2

Created

172,133

50,817

10,348

53,422

16,135

12,000

23,945

3,500

1,000

10,400

1,000

6,625

4,050

2,000

3,100

2,500

2,000

500

12/2016

01/2017

02/2017

03/2017

04/2017

05/2017

06/2017

07/2017

08/2017

09/2017

10/2017

12/2017

01/2018

02/2018

03/2018

05/2018

06/2018

07/2018

09/2018

03/2020

05/2020

08/2020

09/2020

11/2020

12/2020

01/2021

02/2021

03/2021

04/2021

05/2021

06/2021

07/2021

08/2021

09/2021

10/2021

11/2021

12/2021

Capital increase by exercise of options

Capital increase by issue of free shares

Capital increase by exercise of options

42,042,078

42,143,712

42,164,408

42,271,252

42,303,522

42,327,522

42,375,412

42,382,412

42,384,412

42,405,212

42,407,212

42,420,462

42,428,562

42,432,562

42,438,762

42,443,762

42,447,762

42,448,762

42,450,762

42,614,594

42,617,532

42,622,532

42,632,532

42,690,182

42,702,132

42,710,432

42,715,432

43,023,590

43,087,170

43,118,020

43,138,520

43,145,120

43,152,320

43,166,120

43,204,820

43,267,194

21,021,039

21,071,856

21,082,204

21,135,626

21,151,761

21,163,761

21,187,706

21,191,206

21,192,206

21,202,606

21,203,606

21,210,231

21,214,281

21,216,281

21,219,381

21,221,881

21,223,881

21,224,381

21,225,381

21,307,297

21,308,766

21,311,266

21,316,266

21,345,091

21,351,066

21,355,216

21,357,716

21,511,795

21,543,585

21,559,010

21,569,260

21,572,560

21,576,160

21,583,060

21,602,410

21,633,597

€2

1,000

81,916

1,469

2,500

5,000

28,825

5,975

4,150

2500

12,198

31790

15425

10250

3500

3400

6900

19350

31187

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 203

Axway Software share capital and shares

Shares held by the Company or on its behalf – share buyback programme and market-making agreement

Shares held by the Company or

on its behalf – share buyback programme

and market-making agreement

7.4

7.4.1 Transactions carried out in 2021 under the share buyback programme

In fiscal year 2021, Axway Software acquired, under the

authorisations granted to the Board of Directors by the General

Meeting of 25 May 2021, 344,268 of its own shares (excluding

shares acquired under the market-making agreement, which is

described below). These shares were acquired at an average

price of €27.57 per share, i.e. a total cost of €9,490,198. The

trading costs incurred by Axway amounted to 0.1% of the total

gross cost plus the tax on financial transactions.

These 344,268 shares were allocated to cover undertakings

given by Axway Software in connection with the set-up of

employee performance share plans.

7.4.2 Transactions carried out in 2021 under the market-making agreement

From 14 June 2011 and for 12-month periods subject to tacit

renewal, the Company has entrusted Kepler Cheuvreux with the

implementation of a market-making agreement in accordance

with the various resolutions approved by the General Meetings.

Under this agreement, Kepler Cheuvreux trades on the stock

market on behalf of Axway Software in order to ensure trading

liquidity and stock price stability and avoid price fluctuations

not justified by underlying market trends.

Initially, the Company set aside €1 million for the

implementation of its market-making agreement.

This agreement was amended following the entry into effect of

European Regulation (EU) 596/2014 of the European

Parliament and of the Council of 14 April 2014 on market

abuse, the Commission Delegated Regulation (EU) 2016/908

of 26 February 2016 supplementing Regulation (EU) 596/2014,

Articles L. 225-209 et seq. of the French Commercial Code and

AMF decision 2018-01 of 2 July 2018 establishing

market-making agreements on shares as an accepted market

practice.

At 31 December 2021, Axway Software held 11,918 shares

under its market-making agreement. In 2021, the Company did

not enter into any derivative transactions covering its shares

and did not buy or sell any shares by exercising or on expiry of

derivatives.

7.4.3 Description of the share buyback programme proposed to the General

Meeting of 24 May 2022

Pursuant to Articles 241-2 et seq. of the AMF General

Regulations and L. 451-3 of the French Monetary and Financial

Code, and in accordance with European regulations as well as

AMF decision 2018-01 of 2 July 2018, this description covers

the objectives and terms and conditions of the Axway Software

share buyback programme that will be submitted to the

authorisation of the General Meeting of 24 May 2022.

(a) cover Company share purchase option plans benefiting

(some or all) employees and/or (some or all) qualifying

company officers of the Company and of companies or

groupings that are or will be affiliated to it as per the terms

and conditions of Article L. 225-180 of the French

Commercial Code;

(b) grant ordinary shares to qualifying company officers,

employees and former employees, or certain categories

thereof, of the Company or of the Group under profit

sharing schemes or a company savings plan in accordance

with the law;

No more than €101,677,906, excluding acquisition costs, may

be allocated to this share buyback programme for a maximum

of 2,163,360 shares. It was also decided that the Company

may not directly or indirectly hold over 10% of its share capital.

Articles L. 225-197-1 et seq. of the French Commercial

Code to employees and qualifying company officers, or to

certain categories thereof, of the Company and/or of

companies and economic interest groups affiliated to it

under the terms of Article L. 225-197-2 of the French

Commercial Code and, more generally, to grant ordinary

Company shares to those employees and company

officers;

The authorisation to set up the share buyback programme will

be granted to the Board of Directors for a period of 18 months

from the date of the Combined General Meeting of 24 May

2022 (see Chapter 8, Section 2, “Explanatory statement and

proposed resolutions”) to fulfil the following objectives:

204

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Delegations granted by General Meetings to increase the share capital

(d) retain ordinary shares in the Company that are bought back

for subsequent exchange or use as consideration in

acquisitions, in line with market practices permitted by the

Autorité des Marches Financiers;

(g) cancel all or some of the ordinary shares bought back, so

long as the Board of Directors has a valid authorisation

from the Extraordinary General Meeting allowing it to

reduce the share capital by cancelling ordinary shares

bought back under an ordinary share buyback programme.

(e) deliver shares upon exercise of rights attached to securities

granting entitlement by means of conversion, exercise,

redemption, exchange, presentation of a warrant or by any

other means, immediately or in the future, to Company

shares as well as carrying out any transactions required to

cover the Company’s obligations with respect to these

securities, in compliance with stock market regulations and

as and when decided by the Board of Directors or any

person acting on the instructions of the Board of Directors;

Points a, b and c benefit from a conclusive presumption of

legality pursuant to European Regulation (EU) 596/2014 of the

European Parliament and of the Council of 14 April 2014 on

market abuse and the Commission Delegated Regulation (EU)

2016/908 of 26 February 2016 supplementing Regulation (EU)

596/2014. Point (f) benefits from a conclusive presumption of

compliance based on AMF decision 2018-01 of 2 July 2018.

However, the Company may not use this resolution and

continue with its buyback programme in compliance with legal

and regulatory provisions (and, in particular, the provisions of

Articles 231-1 et seq. of the AMF General Regulations) during a

public tender offer or public exchange offer made by the

Company.

(f) enable market making in ordinary shares via an investment

services provider under a market-making agreement that

complies with the AMAFI Code of Ethics, in line with market

practices permitted by the Autorité des Marches Financiers,

it being noted that the number of ordinary shares bought

back in this respect shall, for the purposes of calculating

the 10% limit, equal the number of ordinary shares bought

back, less the number of ordinary shares sold during the

period of this authorisation;

AFR

Delegations granted by General Meetings

to increase the share capital

7.5

The table below summarises the currently valid delegations at 31 December 2021 granted by the General Shareholders’ Meeting in

accordance with Article L. 225-37-4 paragraph 3 of the French Commercial Code.

Delegations of authority granted by the Combined General Meeting

of 5 June 2019

Authorisation for the Board of Directors to grant free shares, existing or to be issued, to eligible employees or company

officers (33^rdresolution)

Date of General Meeting granting the delegation of authority

Duration of delegation of authority

Expiry date

5 June 2019

38 months

5 August 2022

4% of the Company’s share capital on the date of the grant decision

by the Board of Directors

Total amount for which the delegation of authority is granted

Use made of this delegation of authority during the fiscal year

Remaining balance

3.98% of the Company’s share capital on the date of the grant decision

by the Board of Directors

0% of the Company’s share capital on the date of the grant decision

by the Board of Directors

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 205

Axway Software share capital and shares

Delegations granted by General Meetings to increase the share capital

Authorisation granted to the Board of Directors to grant share subscription or purchase options to employees or

company officers (35^thresolution)

Date of General Meeting granting the delegation of authority

Duration of delegation of authority

Expiry date

5 June 2019

38 months

5 August 2022

1% of the number of shares comprising the Company’s share capital on

the date of the grant decision by the Board of Directors

Total amount for which the delegation of authority is granted

Use made of this delegation of authority during the fiscal year

1% of the number of shares comprising the Company’s share capital on

the date of the grant decision by the Board of Directors

Remaining balance

II.

Delegations of authority granted by the Combined General Meeting

of 3 June 2020

Delegation of authority granted to the Board of Directors to increase the share capital by issuing ordinary shares

and/or securities granting access to ordinary shares, with cancellation of preferential subscription rights, through

a public offering, excluding the offers set out in Section 1 of Article L. 411-2 of the French Monetary and Financial Code

(12^thresolution)

Date of General Meeting granting the delegation of authority

Duration of delegation of authority

Expiry date

3 June 2020

26 months

3 August 2022

20,000,000⁽¹⁾

Total amount for which the delegation of authority is granted (in euros)

200,000,000⁽²⁾(debt securities)

Use made of this delegation of authority during the fiscal year

20,000,000

Remaining balance

200,000,000

(1) This amount is deducted from the par value limit for share capital increases provided in the 32^ndresolution adopted by the Combined General Meeting

of 5 June 2019.

(2) This amount is deducted from the nominal amount for increases provided in the 13^thresolution adopted by the Combined General Meeting of 3 June 2020.

Delegation of authority granted to the Board of Directors to increase the share capital by issuing ordinary shares

and/or securities granting, where applicable, access to ordinary shares or the grant of debt securities and/or securities

granting access to ordinary shares, 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 (13^thresolution)

Date of General Meeting granting the delegation of authority

Duration of delegation of authority

Expiry date

3 June 2020

26 months

3 August 2022

10,000,000⁽¹⁾

Total amount for which the delegation of authority is granted (in euros)

100,000,000⁽²⁾(debt securities)

Use made of this delegation of authority during the fiscal year

10,000,000

Remaining balance

100,000,000

(1) This amount is deducted from the par value limit for share capital increases provided in the 32^ndresolution adopted by the Combined General Meeting

of 5 June 2019.

(2) This amount is deducted from the nominal value limit for debt securities set in the 12^thresolution adopted by the Combined General Meeting of 3 June 2020.

206

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Delegations granted by General Meetings to increase the share capital

III.

Delegations of authority granted by the Combined General Meeting

of 25 May 2021

Delegation of authority granted to the Board of Directors to increase the share capital by capitalising reserves, profits,

share premiums or other items (15^thresolution)

Date of General Meeting granting the delegation of authority

Duration of delegation of authority

25 May 2021

26 months

25 July 2023

20,000,000⁽¹⁾

Expiry date

Total amount for which the delegation of authority is granted (in euros)

Use made of this delegation of authority during the fiscal year

Remaining balance (in euros)

20,000,000

(1) This threshold is independent and separate from the share capital increase thresholds potentially arising from the issue of ordinary shares or

securities granting access to the share capital authorised by the other resolutions and capped by the 19^thresolution adopted by the Combined General

Meeting of 25 May 2021.

Delegation of authority granted to the Board of Directors to increase the share capital by issuing ordinary shares

and/or securities granting access to ordinary shares with retention of preferential subscription rights and/or

of securities granting a right to allocation of debt securities (16^thresolution)

Date of General Meeting granting the delegation of authority

Duration of delegation of authority

Expiry date

25 May 2021

26 months

25 July 2023

20,000,000⁽¹⁾

Total amount for which the delegation of authority is granted (in euros)

200,000,000⁽¹⁾(debt securities)

Use made of this delegation of authority during the fiscal year

20,000,000

Remaining balance (in euros)

200,000,000

(1) This amount is deducted from the par value limit for share capital increases provided in the 19^thresolution adopted by the Combined General Meeting

of 25 May 2021.

Authorisation granted to the Board of Directors to increase the amount of the initial issue, in the event of an issuance

of ordinary shares or securities granting access to ordinary shares, with retention or cancellation of preferential

subscription rights, decided pursuant to the 16th resolution adopted by the General Meeting of 25 May 2021 and

the 12^thand 13^thresolutions adopted by the General Meeting of 3 June 2022 (17^thresolution)

Date of General Meeting granting the delegation of authority

Duration of delegation of authority

25 May 2021

26 months

Expiry date

25 July 2023

Total amount for which the delegation of authority is granted

Use made of this delegation of authority during the fiscal year

Ceilings provided by the 12^th, 13^thand 16^thresolutions

20,000,000

Remaining balance (in euros)

200,000,000

Delegation of authority granted to the Board of Directors to issue ordinary shares and/or securities granting access

to ordinary shares in consideration for contributions in kind granted to the Company and consisting of equity securities

or securities granting access to share capital, outside of a public exchange offer (18^thresolution)

Date of General Meeting granting the delegation of authority

Duration of delegation of authority

25 May 2021

26 months

Expiry date

25 July 2023

Total amount for which the delegation of authority is granted

Use made of this delegation of authority during the fiscal year

Remaining balance

10% of share capital⁽¹⁾

(1) This amount is deducted from the threshold set in the 19^thresolution adopted by the Combined General Meeting of 25 May 2021.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 207

Axway Software share capital and shares

Share subscription options

Overall limit on issue authorisations, with retention or cancellation of preferential subscription rights (19^thresolution)

Date of General Meeting granting the delegation of authority

Duration of delegation of authority

25 May 2021

26 months

25 July 2023

20,000,000⁽¹⁾

Expiry date

Total amount for which the delegation of authority is granted (in euros)

Use made of this delegation of authority during the fiscal year

Remaining balance (in euros)

20,000,000

(1) Total maximum par value amount of share capital increases that may be decided pursuant to the 16^thand 18^thresolutions adopted by the Combined

General Meeting of 25 May 2021 and the 12^thand 13^thresolutions adopted by the Combined General Meeting of 3 June 2020.

Delegation granted to the Board of Directors to increase the share capital by issuing ordinary shares reserved

for Axway Group employees who are members of a company savings plan (20^thresolution)

Date of General Meeting granting the delegation of authority

Duration of delegation of authority

25 May 2021

26 months

Expiry date

25 July 2023

3% of the share capital at the date of the General Meeting ⁽¹⁾

Total amount for which the delegation of authority is granted

Use made of this delegation of authority during the fiscal year

Remaining balance

3% of the share capital at the date of the General Meeting ⁽¹⁾

(1) This threshold is independent and separate from the share capital increase thresholds potentially arising from the issue of ordinary shares or

securities granting access to ordinary shares authorised by the other resolutions of the Combined General Meeting of 25 May 2021.

Share subscription options

7.6

The table below summarises the status at 31 December 2021 of share subscription option plans granted by Axway to its

employees:

Position at

1ꢀJanuary

Change in the period,

number of options

Position at

31/12/2021

Initial position

Option exercise period

Number

of Exercise

Number

of Exercise

Expiry date options price granted cancelled exercised

Number of Exercise

options

price

Grant date

options

price

Start date

PLAN N° 3 - 2011 stock option plan, maximum issue of 1,033,111 shares*

18/11/2011

28/03/2013

Total plans

516,175

€14.90 18/05/2014 18/11/2021

€14.90 18/11/2016 18/11/2021

€15.90 28/09/2015 18/11/2021

€15.90 28/03/2018 18/11/2021

63,675

66,375

€14.90

€15.90

-7,325

-56,350

-59,050

-12,201

-13,049

€14.90

€15.90

-7,325

131,250

12,201

131,250

13,049

1,394,850

155,300

-14,650 -140,650

* Increased to 1,295,611 following an amendment in June 2013

208

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and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Share price and trading volumes

7.7

AXW.PA share monthly average price and volumes

(in euros)

(in thousands

of shares)

400

350

300

250

200

150

100

Jan.

Feb. March Apr.

May June Jul.

Aug. Sept. Oct. Nov. Dec.

2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021

Average closing share price

Monthly trading volume

Share price trends

Average

price

price (opening) (closing)

Average

price

Trading Number of

Date

of high

Date Closing

of low

Monthly

volume

(in euros)

trading

sessions

Month

High

27.70

29.50

Low

23.20

23.70

4 January

2021

15 January

2021

January 2021

24.10

25.19

25.10

113,469

2,830,044

25 February

2021

1 February

2021

February 2021

March 2021

April 2021

28.50

26.90

30.10

30.80

28.30

28.40

25.94

27.20

29.58

29.79

29.16

27.85

26.19

27.19

29.80

29.91

29.10

27.88

147,637

161,427

203,772

79,685

3,962,397

4,357,680

5,937,127

2,379,062

5,125,864

1,907,712

28.80 1 March 2021

25.60 5 March 2021

30.90

30.80

31.20

28.50

22 April 2021

31 May 2021

2 June 2021

30 July 2021

26.40

29.20

1 April 2021

26 May 2021

May 2021

June 2021

July 2021

25.80 21 June 2021

27.20 21 July 2021

177,442

68,359

26 August

2021

August 2021

30.00

29.00

27.90

29.30

28.30

28.40 6 August 2021

10 September

28.70

27.30

27.20

28.00

26.90

28.81

27.59

27.06

28.48

26.74

28.83

27.59

27.21

28.49

26.69

34,253

58,831

982,992

1,608,821

4,252,261

6,016,381

2,418,643

2 September

2021

September 2021

October 2021

November 2021

26.60

24.20

26.80

25.60

2021

14 October

2021

27 October

2021

160,018

210,678

90,869

12 November

2021

1 November

2021

1 December

2021

23 December

2021

December 2021

(Source: Euronext)

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 209

Axway Software share capital and shares

Dividend

7.8

The Board of Directors reviews annually, based on the prior year’s results, the appropriateness of asking shareholders to approve a

dividend distribution. The Company has chosen not to have a specific dividend distribution policy, in favour of an annual

assessment by the Board of Directors.

The Axway Board of Directors’ meeting on 24 February 2022, decided to propose to the next General Shareholders’ Meeting the

payment of a divided of €0.40 per share.

Rights, privileges and restrictions attached

to each category of shares outstanding

7.9

7.9.1 Rights and obligations attaching to shares (Article 12 of the Articles

of Association)

1. “Each share gives the right to a portion of the earnings,

corporate assets and liquidation surplus in proportion to

the percentage of the share capital it represents. It

moreover carries voting and representation rights at

General Meetings, as well as the right to be kept informed

about the Company’s performance and to receive certain

corporate documentation when and in the manner provided

for by law and in the Articles of Association.

3. Whenever a certain number of shares is required to

exercise any particular right, owners not holding that

number shall be personally responsible for grouping

together, or potentially buying or selling the required

number of shares.”

Moreover, it is specified that since the General Meeting of

4 June 2014 a double voting right is attached to shares held by

shareholders that meet the conditions specified in paragraph 4

of Article 31 of the Articles of Association, available on the

Axway website at the following link:

2. Shareholders are only liable for corporate liabilities up to

the amount of their contributions.

The rights and obligations stay with the share regardless of

who owns it.

https://investors.axway.com/en/bylaws-regulations-agreements

Ownership of a share implies acceptance of the Company’s

Articles of Association and the decisions of General

Meetings.

7.9.2 Indivisibility of shares – Bare ownership – Beneficial ownership

(Article 13 of the Articles of Association)

1. “Shares are indivisible with respect to the Company. Joint

owners of undivided shares are represented at General

Meetings by one of them or by a sole agent. In the event of

a dispute, the agent is appointed by the courts at the

request of the joint owner who acts first.

letter and shall be required to apply this agreement for any

meeting held any time from one month following the

sending of this letter.

Nevertheless, the bare owner is entitled to participate in all

General Meetings. His voting rights can never be

completely eliminated. The beneficial owner cannot be

denied the right to vote on decisions involving the

appropriation of earnings. Voting rights of pledged

securities are exercised by the owner.”

2. Voting rights are held by beneficial owners in Ordinary

General Meetings and by bare owners in Extraordinary

General Meetings. Nevertheless, shareholders may agree to

share voting rights at General Meetings in any way they see

fit. The Company is notified of the agreement by registered

210

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axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Information on takeover bids pursuant to Article L. 22-10-11 of the French Commercial Code

Information on takeover bids pursuant

to Article L. 22-10-11 of the French Commercial Code

7.10

1. The Company’s share capital structure is set out in

Chapter 7, Section 2 of the Universal Registration

Document.

Chapter 7, Section 2.4 of the Universal Registration

Document.

7. The rules applicable to the appointment and replacement of

the members of the Board of Directors comply with

applicable legal and regulatory requirements and are set

out in Article 14 of the Articles of Association.

2. There are no restrictions in the Articles of Association on

the transfer of shares, which are freely transferable, except

where provided otherwise under applicable laws or

regulations (Article 11 of the Articles of Association).

The Articles of Association may be modified by the

Company in accordance with applicable legal and

regulatory provisions.

The Company and the markets have been informed of the

shareholders’ agreement between shareholders acting in

concert with respect to the Company. Information available

to the Company is detailed in Chapter 7, Section 2.4 of this

Universal Registration Document, in accordance with

Article L. 233-11 of the French Commercial Code.

8. The powers of the Board of Directors are set out in

Article 17 of the Articles of Association. “The Board of

Directors determines the overall business strategy of the

Company and supervises its implementation, in accordance

with its corporate interest, taking the social and

environmental issues of its activity into consideration. It

examines any and all matters related to the efficiency and

effectiveness of business operations and reaches

decisions about any and all issues concerning the

Company, within the limits of the corporate purpose and

except for those matters which, by law, can only be decided

by shareholders in a General Meeting.”

3. Any direct or indirect equity investments in the Company’s

share capital of which the Company has been informed

pursuant to Articles L. 233-7 and L. 233-12 of the French

Commercial Code are set out in Chapter 7, Section 2 of the

Universal Registration Document.

4. In accordance with the provisions of Article 31 of the

Articles of Association, any shares held in registered form

by the same shareholder for at least two (2) years have a

double voting right. With this proviso, there are no special

controlling rights covered by Article L. 225-100-3,

paragraph 4, of the French Commercial Code. The

Company’s Articles of Association are available on the

Axway Investors website at the following address:

https://investors.axway.com/en

Moreover, the Board of Directors has the delegated powers

set out in Chapter 7, Section 5 of this Universal Registration

Document.

9. The agreements entered into by the Company that could be

amended or terminated in the event of a change in control

of the Company mainly concern the syndicated credit

facility renewed on 21 January 2019.

5. There is no control mechanism provided under an

employee share ownership scheme.

10.There are no agreements providing for the payment of

compensation to members of the Board of Directors or

employees upon resignation or dismissal without just

cause or should their employment contracts be terminated

following a public tender offer.

6. Agreements between shareholders of which the Company

is aware and that may result in restrictions on share

transfers and the exercise of voting rights can be found in

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 211

Combined General Meeting of 24 May 2022

Agenda

The Chairman of the Board of Directors, committed to sustainably aligning the interests of the Company and those of

shareholders, seeks to establish a frequent dialogue with shareholders in close conjunction with the Chief Executive

Officer.

Accordingly, in fiscal year 2021, in addition to the General Meeting, shareholders were invited to attend a “Capital

Markets Meeting” by video-conference. A recording of this meeting can be viewed on the Company’s website at the

following link: https://investors.axway.com/en/capital-markets-meeting

Similarly, the Board of Directors, under the impetus of its Chairman and Executive Management, analysed voting

results at the Combined General Meeting of 25 May 2021. This analysis showed that minority shareholders, for the

most part, followed the voting recommendations of the Board of Directors.

In addition, the procedures for shareholders to attend the General Meeting are presented in Articles 25 and 34 of the

bylaws, which may be consulted on the Axway investors website at:

https://investors.axway.com/en/bylaws-regulations-agreements.

AFR

Agenda

8.1

Ordinary General Meeting

1. Approval of the annual financial statements for the year

ended 31 December 2021 – Approval of non-tax deductible

expenses and charges.

10.Approval of the compensation policy for members of the

Board of Directors.

11.Approval of the information set out in Section I of

2. Approval of the consolidated financial statements for the

Article L. 22-10-9 of the French Commercial Code.

year ended 31 December 2021.

12.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.

3. Appropriation of earnings for the year and setting of the

dividend.

4. Reappointment of Pierre-Yves Commanay as director.

5. Reappointment of Yann Metz-Pasquier as director.

6. Reappointment of Marie-Hélène Rigal-Drogerys as director.

13.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.

7. Fixed annual sum to be allocated to members of the Board

of Directors.

14.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.

8. Approval of the compensation policy for the Chairman of

the Board of Directors.

9. Approval of the compensation policy for the Chief Executive

Officer.

Extraordinary General Meeting

15.Delegation of authority 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

17.Authorisation to increase the amount of the initial issue, in

the event of an issuance of ordinary shares or securities

granting access to share capital with cancellation of

preferential subscription rights, decided pursuant to the

15^thand 16^thresolutions of this General Meeting.

18.Overall limit on authorisation ceilings set in the 15^thand

16^thresolutions of this General Meeting and the 16^thand

18^thresolutions of the General Meeting of 25 May 2021.

a Group company) and/or debt securities, with

cancellation of preferential subscription rights, through an

offering referred to in Section 1 of Article L. 411-2 of the

French Monetary and Financial Code.

16.Delegation of authority 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

19.Authorisation to the Board of Directors, for a period of

38 months, to perform free grants of existing shares and/or

shares to be issued to employees and/or certain company

officers of the Company and affiliated companies and

economic interest groups, with waiver by shareholders of

their preferential subscription rights.

a Group company) and/or debt securities, with

cancellation of preferential subscription rights, through a

public offering (excluding the offers set out 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.

214

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Explanatory statement and proposed resolutions

20.Authorisation to the Board of Directors, for a period of

38 months, to grant share subscription and/or purchase

options to employees and/or certain company officers of

the Company and affiliated economic interest groups, with

waiver by shareholders of their preferential subscription

rights.

21.Delegation of authority to the Board of Directors, for a

period of 26 months, to increase the share capital through

the issue of 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. 3332-18 et seq. of the French

Labour Code.

Ordinary General Meeting

22.Powers to perform legal formalities.

Explanatory statement and proposed resolutions

8.2

Dear Shareholders,

As part of the approval of the consolidated and parent

company financial statements for the fiscal year ended

31 December 2021, we present the annual management report,

included in the Universal Registration Document filed with the

AMF.

We have convened a Combined General Meeting on 24 May

2022 to present the consolidated and parent company

financial statements for the fiscal year ended 31 December

2021, and to submit a certain number of resolutions for your

approval, the content of which is presented below.

This Board of Directors’ report seeks to explain the contents of

the resolutions submitted for your approval, and indicate the

vote recommended by the Company’s Board of Directors.

8.2.1 Resolutions presented for the approval

of the Ordinary General Meeting

a) Approval of the accounts proposed by the Board of Directors (1^stto 3^rdresolutions)

Explanatory statement

In light of the Statutory Auditors’ reports and the Board of Directors’ management report, shareholders are asked to:

●

approve the annual financial statements for the fiscal year ended 31 December 2021, showing profit of €7,843,108 and

approve the transactions reflected in these financial statements or summarised in these reports (1^stresolution);

●

approve the consolidated financial statements for the fiscal year ended 31 December 2020, showing consolidated net profit,

Group share, of €9,602,221 and the transactions reflected in these financial statements or summarised in these reports

(2^ndresolution); and

●

approve the appropriation of earnings and the proposed dividend per share of a gross amount of €8,653,439 with an

ex-dividend date of 2 June 2022 and a payment date of 8 June 2022 (3^rdresolution).

It is recalled that Article 37 of the Articles of Association sets out the following rules for the appropriation and distribution of

earnings:

The income statement summarises the income and expenses for the fiscal year and, after deductions for amortisation,

depreciation and provisions, shows the profit for the year. Any prior losses are deducted from the profit for the year, along with

at least five per cent for allocation to the legal reserve. This allocation ceases to be mandatory when the legal reserve

represents one-tenth of the share capital.

Profit available for distribution comprises the profit for the year less any losses carried forward and amounts allocated to

reserves, pursuant to the law and the Articles of Association, plus retained earnings. The General Meeting may deduct from this

profit all amounts that it deems appropriate for allocation to all discretionary, ordinary or extraordinary reserves, or to retained

earnings.

The balance, if any, is apportioned by the General Meeting between all shareholders in proportion to the number of shares held.

Furthermore, the General Meeting may resolve to distribute sums deducted from available reserves, by expressly indicating the

reserves from which the deductions are to be made. However, dividends are first deducted from the profit for the year.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 215

Combined General Meeting of 24 May 2022

Explanatory statement and proposed resolutions

Except in the event of a share capital reduction, no distribution may be carried out to shareholders where shareholders’ equity

is, or would subsequently be, less than the minimum amount of share capital plus reserves not enabling a distribution, pursuant

to the law or the Articles of Association. Revaluation surpluses may not be distributed. Some or all of them may be

incorporated into the capital.

Any losses shall, following approval of the financial statements by the General Meeting, be carried forward to be set against

earnings in subsequent fiscal years, until fully used up.

Initial amount

First resolution

●

Net loss for the year -€7,843,108

Approval of the annual financial statements

for the year ended 31 December 2021 – Approval

of non-tax deductible expenses and charges

●

Retained earnings

-€3,398,517

Appropriation

●

The General Meeting, after reviewing the Board of Directors’

and Statutory Auditors’ reports for the year ended

31 December 2021, approves the annual financial statements

as presented at this date showing a net loss of €7,843,108.

Legal reserve

€-

-€8,653,439

€8,653,439

€-

●

Other reserves

●

Dividends

●

Retained earnings

The General Meeting specifically approves the overall amount

of €36,554 for expenses and charges as set out in Section 4

Article 39 of the French General Tax Code, it being noted that

no tax was borne in respect of these expenses.

The General Meeting hereby takes note that the overall gross

dividend paid for each share is set at €0.40.

If paid to physical persons with tax residency in France, the

dividend is subject to either a single deduction from the gross

dividend at a flat rate of 12.8% (Article 200 A of the French

General Tax Code), or, on an express and irrevocable option by

the taxpayer, an income tax charge according to the

Second resolution

Approval of the consolidated financial statements

for the year ended 31 December 2021

The General Meeting, after reviewing the Board of Directors’

and Statutory Auditors’ reports on the consolidated financial

statements for the year ended 31 December 2021, approves

these consolidated financial statements as presented showing

a net profit (Group share) of €9,602,221.

progressive income tax schedule after

a 40% rebate

(Article 200 A, 13, and 158 of the French General Tax Code).

The dividend is also subject to social security contributions at

a rate of 17.2%.

The ex-dividend date will be 2 June 2022.

The dividends will be paid on 8ꢀJune 2022.

In the event of a change in the number of shares conferring

entitlement to dividends compared to the 21,633,597 shares

comprising the share capital at 31ꢀDecember 2021, the overall

dividend amount would be adjusted accordingly and the

amount allocated to retained earnings would be determined

based on dividends actually paid.

Third resolution

Appropriation of earnings for the year and setting of

the dividend

The General Meeting, at the proposal of the Board of Directors,

decides the appropriation of earnings for the year ended

31 December 2021.

Pursuant to the provisions of Article 243 bis of the French

General Tax Code, the Meeting notes that it was reminded that

dividend and revenue distributions during the past three fiscal

years were as follows:

Revenue eligible for deduction

Revenue not eligible for deduction

Other distributed revenue

For the fiscal year

2018

2019⁽¹⁾

Dividends

€8,490,152.40* i.e. €0.40 per share

2020

€8,540,426 i.e. €0.40 per share

Including the dividend amount corresponding to treasury shares not paid and allocated to retained earnings.

(1) A dividend was not distributed in respect of fiscal year 2019 due to the exceptional circumstances relating to the COVID-19 pandemic.

216

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Explanatory statement and proposed resolutions

b) Renewal of terms of office (4^thand 6^thresolutions)

Explanatory statement

The Board reminds shareholders that the terms of office of Marie-Hélène Rigal-Drogerys, Yann Metz-Pasquier and Pierre-Yves

Commanay expire at the end of the General Meeting. The Board asks shareholders to approve their renewal based on (i) the

diversity of their profiles and expertise, beneficial to the development of the Group and (ii) the work already accomplished by

these three directors. These directors have demonstrated great commitment to the work of the Board of Directors as well as

that of the various Committees and have skills that are useful to the operation of the Board.

Experience

in the software

Attendance rate

at Board

publishing and

IT services sector Financial expertise

International

dimension

and Committee

meetings

Director’s name

Independent

Marie-Hélène Rigal-Drogerys

✓

51 years

100%

Yann Metz-Pasquier

33 years

✓

Pierre-Yves Commanay

56 years

Fourth resolution

Sixth resolution

Reappointment of Pierre-Yves Commanay as

director

Reappointment of Marie-Hélène Rigal-Drogerys

as director

The General Meeting decides to reappoint Pierre-Yves

Commanay as director for a term of four years, expiring at the

end of the General Meeting called to approve the financial

statements for the year ending 31 December 2026.

The General Meeting decides to reappoint Marie-Hélène

Rigal-Drogerys as director for a term of four years, expiring at

the end of the General Meeting called to approve the financial

statements for the year ending 31 December 2026.

Fifth resolution

Reappointment of Yann Metz-Pasquier as director

The General Meeting decides to reappoint Yann Metz-Pasquier

as director for a term of four years, expiring at the end of the

General Meeting called to approve the financial statements for

the year ending 31 December 2026.

c) Company officer compensation (7^thto 13^thresolutions)

Explanatory statement

The General Meeting will be asked to approve the compensation policy for all company officers (resolutions 7 to 10).

Shareholders are asked to refer to Chapter 4, Section 4.4.2 of the Universal Registration Document, “Compensation policy”, in

order to review this information.

The General Meeting will also be asked to approve 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 all company officers (resolutions 11 to

13). Shareholders are asked to refer to Chapter 4, Section 4.4.1 of the Universal Registration Document in order to review this

information.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 217

Combined General Meeting of 24 May 2022

Explanatory statement and proposed resolutions

Seventh resolution

Eleventh resolution

Fixed annual sum to be allocated to members of the

Board of Directors

Approval of the information set out in Section I of

Article L. 22-10-9 of the French Commercial Code

The General Meeting decides to maintain the fixed annual sum

to be allocated to the Board of Directors at €330,000.

The General Meeting, acting pursuant to Article L. 22-10-34 I of

the French Commercial Code, approves the information set out

in Section I of Article L. 22-10-9 of the French Commercial

Code disclosed in the Report on corporate governance

presented in the 2021 Universal Registration Document in

paragraph 4.4.1.

This decision is applicable to the current fiscal year and will be

upheld until a new decision is made.

Eighth resolution

Twelfth resolution

Approval of the compensation policy for the

Chairman of the Board of Directors

The General Meeting, acting pursuant to Article L. 22-10-8 of

the French Commercial Code, approves the compensation

policy for the Chairman of the Board of Directors presented in

the Report on corporate governance presented in the 2021

Universal Registration Document in paragraph 4.4.2.3 a).

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

The General Meeting, acting pursuant to Article L. 22-10-34 II of

the French Commercial Code, approves 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, presented in the Report on corporate governance

presented in the 2021 Universal Registration Document in

paragraph 4.4.1.2.

Ninth resolution

Approval of the compensation policy for the Chief

Executive Officer

The General Meeting, acting pursuant to Article L. 22-10-8 of

the French Commercial Code, approves the compensation

policy for the Chief Executive Officer presented in the Report

on corporate governance presented in the 2021 Universal

Registration Document in paragraph 4.4.2.3 b).

Thirteenth resolution

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

The General Meeting, acting pursuant to Article L. 22-10-34 II of

the French Commercial Code, approves 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,

presented in the Report on corporate governance presented in

the 2021 Universal Registration Document in paragraph

4.4.1.3.

Tenth resolution

Approval of the compensation policy for members of

the Board of Directors

The General Meeting, acting pursuant to Article L. 22-10-8 of

the French Commercial Code, approves the compensation

policy for members of the Board of Directors presented in the

Report on corporate governance presented in the 2021

Universal Registration Document in paragraph 4.4.2.2.

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axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Explanatory statement and proposed resolutions

d) Share buyback programme (14^thresolution)

Explanatory statement

During the last General Meeting, the Board of Directors was authorised to implement a share buyback programme for the

Company’s shares. As this authorisation will soon expire, shareholders are asked to renew it for a further period of 18 months

(i.e. until 25 November 2023 inclusive), to enable the Board to again purchase shares in the Company, on one or more

occasions and at the times it determines (except during a public tender offer period).

These buybacks may be carried out on and/or off market, on a multilateral trading system, with a systematic internaliser or

over the counter, in particular by means of acquisition or disposal of share blocks, or the use of derivatives. We would recall

that in any event, share purchases carried out in this manner must not result in the Company holding more than 10% of the

shares making up the Company’s share capital on the date such purchases are made.

Share buybacks may be performed for the following objectives, without this list being exhaustive:

●

to enable secondary market making or ensure the liquidity of the Axway Software share. To this end and pursuant to the

delegation granted until now to the Board, a market-making agreement was signed by the Company with Kepler Cheuvreux;

●

retaining shares that are bought back for subsequent exchange or use as consideration in acquisitions;

●

providing coverage, as was the case this year, of free share grant plans (or similar plans) for employees and/or company

officers of the Group. A record of all statements of share buyback transactions can be consulted on our investor website at

https://investors.axway.com/en/regulated-information;

●

cancelling any shares purchased, pursuant to the authorisation granted to the Board by the fourteenth resolution adopted by

the last General Meeting.

These buybacks may be performed for all objectives listed in the fourteenth resolution presented to this General Meeting and,

more broadly, any other objective which is authorised or will be authorised by the regulations in force. The maximum share

buyback price in connection with the share buyback programme would be set at €47 per share, representing a maximum total

amount of €101,677,906 that the Company may devote to share purchases (excluding acquisition costs).

●

retaining shares that are bought back for subsequent

Fourteenth resolution

exchange or use as consideration in mergers, demergers,

contributions or acquisitions;

Authorisation granted to the Board of Directors,

●

providing coverage of share purchase option plans and/or

free share plans (or similar plans) for employees and/or

company officers of the Group, including affiliated economic

interest groups and companies as well as granting shares

through a Group or company savings plan (or similar plan),

Company profit-sharing and/or all forms of assigning shares

to employees and/or company officers of the Group,

including affiliated economic interest groups and

companies;

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

The General Meeting, after reviewing the Board of Directors’

report, authorises the latter, for a period of eighteen months,

pursuant to Articles L. 22-10-62 et seq. and L. 225-210 et seq.

of the French Commercial Code, to buy back the Company’s

shares on one or more occasions, and at the times it

determines, up to a maximum number of shares representing

no more than 10% of the number of shares making up the

share capital at the date of this General Meeting, where

applicable, adjusted to take into account potential share capital

increase or decrease transactions which might take place

during the term of the programme.

●

providing coverage of securities conferring entitlement to

the grant of shares in the Company in view of regulations in

force;

cancelling any shares purchased, pursuant to the

authorisation granted or to be granted by the Combined

General Meeting;

This authorisation supersedes the authorisation granted to the

Board of Directors by the General Meeting of 25 May 2021 in

its 13^thordinary resolution.

pursuing any other objective which is authorised or will be

authorised by the regulations in force.

The share buybacks can take place via any means, including

the acquisition of share blocks, and at the times the Board of

Directors determines. Unless previously authorised by the

General Meeting, the Board of Directors may not use these

delegated powers during a public tender offer by a third party

for the Company’s shares, up to the end of the tender period.

The acquisitions may be performed with a view to:

●

enabling secondary market making or ensuring the liquidity

of Axway Software shares through an investment services

provider via a market-making agreement that complies with

regulations, it being noted that the number of shares used to

calculate the aforementioned limit is equal to the number of

shares bought back, less the number of shares sold;

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 219

Combined General Meeting of 24 May 2022

Explanatory statement and proposed resolutions

The Company reserves the right to use optional mechanisms

or derivatives in line with applicable regulations.

before the transaction and the number of shares after the

transaction).

The maximum purchase price is set at €47 per share. In the

event of a share capital transaction, particularly the split or

reverse split of shares or the allocation of bonus shares to

shareholders, the amount indicated above will be adjusted in

the same proportion (multiplying coefficient equal to the ratio

between the number of shares making up the share capital

The maximum transaction amount is set at €101,677,906.

The General Meeting grants all powers to the Board of

Directors to perform these transactions, to decide upon the

terms and conditions, to enter into all agreements and to

complete all the required formalities.

8.2.2 Resolutions presented for the approval

of the Extraordinary General Meeting

a) Resolutions concerning financial delegations and authorisations (15^thto 18^thresolutions)

Explanatory statement

The delegations of authority granted to the Board of Directors on 3 June 2020 to increase the share capital, with or without

preferential subscription rights, and to raise funds on the financial markets by issuing securities, with or without preferential

subscription rights, granting access or potentially granting access to the share capital, expire on 3 August 2022. The Board of

Directors therefore asks shareholders to renew these existing delegations of authority for a period of twenty-six (26) months,

by approving resolutions 15 to 18 to enable it, if necessary, to launch, at the time it considers appropriate, the financial

transactions best adapted to the financing requirements of the Group’s development and the opportunities available on the

market.

The share capital increases potentially resulting from these resolutions may be performed by issuing ordinary shares granting,

where applicable, access to ordinary shares or the grant of debt securities and/or securities granting access to ordinary shares,

(i) with cancellation of preferential subscription rights, through an offering referred to in Section 1 of Article L. 411-2 of the

French Monetary and Financial Code (15^thresolution), (ii) with cancellation of preferential subscription rights through a public

offering (excluding the offers set out 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 (16^thresolution).

The issue ceilings applicable to issues performed pursuant to resolutions 15 and 16 would be as follows:

€20 million par value for share capital increases that may result from the 15^thresolution and €10 million par value for share

●

capital increases that may result from the 16^thresolution, excluding each time the par value amount of share capital

increases necessary to safeguard, under the law or under any applicable contractual agreement providing for other cases of

safeguard, the rights of holders of securities granting access to the Company’s share capital, share subscription or purchase

options or rights to the grant of free shares;

●

it being noted that all share capital increases likely to result from resolutions 15 and 16 of this General Meeting and

resolutions 16 and 18 of the General Meeting of 25 May 2021 would be subject to an overall maximum par value ceiling of

€20 million as set forth in the 18^thresolution of this General Meeting.

In addition, pursuant to the terms of the 17^thresolution presented for your vote, the Board of Directors could also decide, for

each of the issues performed pursuant to the 15^thand 16^thresolutions, to increase the number of ordinary shares and/or

securities granting access to ordinary shares of the Company, under the same conditions provided for in Articles L. 225-135-1

and R. 225-118 of the French Commercial Code, subject to the ceilings set by the General Meeting.

market, through an offering set out in Section 1 of

Article L. 411-2 of the French Monetary and Financial Code,

Fifteenth resolution

either in euros or in foreign currency or any other unit of

Delegation of authority to the Board of Directors,

account established in reference to

currencies:

a collection of

for a period of 26 months, to issue ordinary shares

and/or securities granting access to share capital

and/or debt securities, with cancellation of

preferential subscription rights, through an offering

referred to in Section 1 of Article L. 411-2 of the

French Monetary and Financial Code

The General Meeting, after reviewing the Board of Directors’

report and the Statutory Auditors’ special report and pursuant

to the provisions of the French Commercial Code and

specifically Articles L. 225-129-2, L 225-136, L. 22-10-52 and

L. 228-92:

●

ordinary shares,

and/or securities granting access to share capital and/or

debt securities;

2) sets the period of validity of this delegation at twenty-six

months, commencing the date of this General Meeting;

3) the overall par value amount of ordinary shares that may be

issued through this delegation cannot exceed €10,000,000,

it being noted that it will also be limited to 20% of share

capital per year.

This amount is deducted from the maximum par value

amount of ordinary shares that may be issued pursuant to

the 18^thresolution.

1) authorises the Board of Directors to issue the following, on

one or more occasions, and in the proportions and at the

times it determines, on the French and/or international

220

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT

axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Explanatory statement and proposed resolutions

Where applicable, the par value amount of the share capital

increase required to safeguard, in accordance with law and,

where applicable, contractual provisions setting forth other

safeguard measures, the rights of holders of rights or

securities granting access to the Company’s share capital

will be added to this ceiling;

specifically Articles L. 225-129-2,

L. 22-10-52, L. 22-10-54 and L. 228-92:

225-136, L. 22-10-51,

1) authorises the Board of Directors to issue the following, on

one or more occasions, and in the proportions and at the

times it determines, on the French and/or international

market, through a public offering excluding the offers set

out in Section 1 of Article L. 411-2 of the French Monetary

and Financial Code, either in euros or in foreign currency or

any other unit of account established in reference to a

collection of currencies:

The nominal amount of Company debt securities that may

be issued pursuant to this delegation may not exceed

€100,000,000.

This amount is deducted from the maximum nominal

amount of debt securities set in the 18^thresolution of this

General Meeting;

●

ordinary shares,

●

and/or securities granting access to share capital and/or

4) decides to cancel the preferential subscription rights of

shareholders to ordinary shares and securities granting

access to share capital and/or debt securities covered by

this resolution;

debt securities.

These securities may be issued in consideration for

securities that may be contributed to the Company, as part

of a public exchange offer pursuant to the terms of

Article L. 22-10-54 of the French Commercial Code;

5) decides that the amount payable or that will be payable to

the Company for each of the ordinary shares issued under

this delegation of authority, after considering, if issuing

independent share subscription warrants, the issue price of

these warrants, will be determined in accordance with the

legal and regulatory provisions in force at the time when the

Board of Directors implements this delegation;

2) sets the period of validity of this delegation at twenty-six

months, commencing the date of this General Meeting;

3) the overall par value amount of ordinary shares that may be

issued pursuant to this delegation may not exceed

€20,000,000.

This amount is deducted from the maximum par value

amount of ordinary shares that may be issued pursuant to

the 18^thresolution.

6) decides that, if subscriptions do not take-up the entire issue

as indicated in 1), the Board of Directors may use the

following options:

Where applicable, the par value amount of the share capital

increase required to safeguard, in accordance with law and,

where applicable, contractual provisions setting forth other

safeguard measures, the rights of holders of rights or

securities granting access to the Company’s share capital

will be added to this ceiling;

●

limit the issue to the amount of subscriptions, where

applicable within the limits set forth in the regulations,

●

freely allocate all or part of the unsubscribed securities;

7) decides that the Board of Directors will have, within the

limits set forth above, the powers required to determine the

conditions of the issue(s), where applicable, record

completion of the resulting share capital increases, amend

the Articles of Association accordingly, charge, at its sole

discretion, the expenses generated by the share capital

increases to the corresponding premium amounts and

deduct from this amount the sums needed to raise the legal

reserve to one-tenth of the new share capital following each

increase, and more generally, carry out the necessary

formalities;

The nominal amount of Company debt securities that may

be issued pursuant to this delegation may not exceed

€200,000,000.

This amount is deducted from the maximum nominal

amount of debt securities set in the 18^thresolution;

4) decides to cancel the preferential subscription rights of

shareholders to ordinary shares and securities granting

access to share capital and/or debt securities covered by

this resolution, whilst giving the Board of Directors the

8) acknowledges that this delegation supersedes, from this

day forth, the unused portion of any previous delegation

with the same purpose, where applicable.

authority to grant shareholders

accordance with law;

a priority right, in

5) decides that the amount payable or that will be payable to

the Company for each of the ordinary shares issued under

this delegation of authority, after considering, if issuing

independent share subscription warrants, the issue price of

these warrants, will be determined in accordance with the

legal and regulatory provisions in force at the time when the

Board of Directors implements this delegation;

Sixteenth resolution

Delegation of authority to the Board of Directors,

for a period of 26 months, to issue ordinary shares

and/or securities granting access to share capital

and/or debt securities, with cancellation of

6) decides, if issuing securities in consideration for securities

contributed as part of a public exchange offer, that the

Board of Directors will have, within the terms set out in

Article L. 22-10-54 of the French Commercial Code and the

limits determined above, the powers required to determine

the list of securities contributed for exchange, to determine

the issue conditions, to set the exchange ratio and, where

applicable, the amount of the cash balance to be paid, and

to determine the issue terms;

preferential subscription rights, through a public

offering (excluding the offers set out 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

The General Meeting, after reviewing the Board of Directors’

report and the Statutory Auditors’ special report and pursuant

to the provisions of the French Commercial Code and

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 221

Combined General Meeting of 24 May 2022

Explanatory statement and proposed resolutions

7) decides that, if subscriptions do not take-up the entire issue

as indicated in 1), the Board of Directors may use the

following options:

securities pursuant to the fifteenth and sixteenth resolutions,

the number of securities to be issued may be increased in

accordance

with

the

conditions

set

forth

Articles L. 225-135-1 and R. 225-118 of the French Commercial

Code, and up to the limit of the ceilings determined by the

General Meeting.

●

limit the issue to the amount of subscriptions, where

applicable within the limits set forth in the regulations,

●

freely allocate all or part of the unsubscribed securities;

8) decides that the Board of Directors will have, within the

limits set forth above, the powers required to determine the

conditions of the issue(s), where applicable, record

completion of the resulting share capital increases, amend

the Articles of Association accordingly, charge, at its sole

discretion, the expenses generated by the share capital

increases to the corresponding premium amounts and

deduct from this amount the sums needed to raise the legal

reserve to one-tenth of the new share capital following each

increase, and more generally, carry out the necessary

formalities;

Eighteenth resolution

Overall limit on authorisation ceilings set in the

15th and 16th resolutions of this General Meeting

and the 16^thand 18^thresolutions of the General

Meeting of 25 May 2021

The General Meeting, having reviewed the Board of Directors’

and Statutory Auditors’ reports, sets at:

●

€20,000,000, the overall par value amount of shares that may

be issued, immediately or in the future, pursuant to the

15^thand 16^thresolutions of this General Meeting and the

16^thand 18^thresolutions of the General Meeting of 25 May

2021, it being specified that, where applicable, the par value

amount of the share capital increase required to safeguard,

in accordance with law and, where applicable, contractual

provisions setting forth other safeguard measures, the rights

of holders of rights or securities granting access to the

Company’s share capital will be added to this amount;

9) acknowledges that this delegation supersedes, from this

day forth, the unused portion of any previous delegation

with the same purpose, where applicable.

Seventeenth resolution

Authorisation to increase the amount of the initial

issue, in the event of an issuance of ordinary shares

or securities granting access to share capital with

cancellation of preferential subscription rights,

decided pursuant to the 15^thand 16^thresolutions of

this General Meeting,

●

€200,000,000 overall nominal amount of Company debt

securities that may be issued pursuant to the 15^thand

16^thresolutions of this General Meeting and the

16^thresolution of the General Meeting of 25 May 2021.

The General Meeting, after reviewing the Board of Directors’

report, decides that for each issue of ordinary shares or

b) Resolutions concerning employee share-based incentive schemes (19^thto 21^stresolutions)

Explanatory statement

Shareholders are asked to grant the Board of Directors the authority, as they see fit:

●

to implement, by the Company, a free share grant programme aimed at giving eligible employees or company officers a stake

in the Axway Group. The potential total number of free shares granted may not exceed 4% of the Company’s share capital on

the date of the Board of Directors’ grant decision, not taking into account the number of shares to be issued, if applicable,

pursuant to the adjustments required to preserve the rights of the beneficiaries of free share grants. This delegation would

be granted for a period of thirty-eight (38) months (19^thresolution);

●

to increase the share capital, on one or more occasions, using as an instrument either share subscription options or share

right grants; this delegation would be valid for a period of thirty-eight (38) months from the date of the General Meeting

(20^thresolution);

●

to increase the share capital, on one or more occasions, by issuing ordinary shares and/or securities of the Company, with

cancellation of preferential subscription rights, reserved for members of a company savings plan (21^stresolution). The

maximum share capital increase amount in view of this delegation would be set at 3% of share capital, it being specified that

this amount would be independent and separate from the share capital increase ceilings applicable to issues of ordinary

shares or securities granting access to share capital, and that it would also be set without taking account of the par value

amount of share capital increases necessary to safeguard, under the law or under any applicable contractual agreement

providing for other cases of safeguard, the rights of holders of securities granting access to the Company’s share capital,

share subscription or purchase options or rights to the grant of free shares. This delegation would be granted for a period of

twenty-six (26) months.

222

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axway.com

Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Explanatory statement and proposed resolutions

●

purchase the necessary shares under the share buyback

programme and allocate them to the grant,

Nineteenth resolution

●

Authorisation to the Board of Directors, for a period

of 38 months, to perform free grants of existing

shares and/or shares to be issued to employees

and/or certain company officers of the Company and

affiliated companies and economic interest groups,

with waiver by shareholders of their preferential

subscription rights

The General Meeting, after reviewing the Board of Directors’

report and the Statutory Auditors’ special report, authorises the

Board of Directors, on one or more occasions, pursuant to

Articles L. 225-197-1, L. 225-197-2 and L. 22-10-59 of the

French Commercial Code, to grant ordinary shares of the

Company, existing or to be issued, to:

determine the impact on beneficiary rights of transactions

modifying the share capital or likely to impact the value of

shares granted, performed during the vesting period, and

accordingly adjust or modify, where necessary, the

number of shares granted to preserve the rights of

beneficiaries;

●

decide whether or not to set a holding obligation at the

end of the vesting period and, where applicable, determine

the duration and take all useful measures to ensure

compliance by the beneficiaries;

●

determine the conditions relating to the performance of

the Company, Group or entities that will apply to the grant

of shares to executive officers of the Company and, where

applicable, those that would apply to the grant of shares to

employees, as well as the criteria according to which

shares will be granted, it being understood that in the

event of the grant of shares without performance

conditions, such shares may not be granted to the Chief

Executive Officer of the Company and may not exceed

33% of grants authorised by the General Meeting;

●

employees of the Company or companies or economic

interest groups directly or indirectly affiliated with the

Company within the meaning of Article L. 225-197-2 of the

French Commercial Code;

●

and/or company officers meeting the conditions set by

Article L. 225-197-1 of the French Commercial Code.

●

and, more broadly, do everything necessary to the

implementation of this authorisation within the context of

prevailing legislation.

The total number of free shares granted under this

authorisation may not exceed 4% of the share capital at the

date of the grant decision.

This authorisation will entail as of right waiver by shareholders

of their preferential subscription rights to the new shares

issued by capitalisation of reserves, profits or issue premiums.

Where applicable, the par value amount of the share capital

increase required to safeguard the rights of beneficiaries of

free share grants in the event of transactions in the Company’s

share capital during the vesting period will be added to this

ceiling.

It is granted for a period of thirty-eight (38) months from the

date of this General Meeting.

It supersedes, from this day forth, the unused portion of any

previous delegation with the same purpose, where applicable.

Shares will vest to beneficiaries at the end of a vesting period

the duration of which will be set by the Board of Directors

subject to a minimum of one year.

Twentieth resolution

Beneficiaries will, where applicable, hold the shares during a

period, set by the Board of Directors, such that the aggregate

duration of the vesting period and, where applicable, the

holding period is not less than two years.

Authorisation to the Board of Directors, for a period

of 38 months, to grant share subscription and/or

purchase options to employees and/or certain

company officers of the Company and affiliated

economic interest groups, with waiver by

As an exception, shares will vest before the end of the vesting

period in the event of invalidity of the beneficiary

corresponding to a category 2 or 3 classification pursuant to

Article L. 341-4 of the French Social Security Code.

shareholders of their preferential subscription

The General Meeting, having reviewed the Board of Directors’

report and the Statutory Auditors’ special report:

Full powers are conferred on the Board of Directors to:

●

set the vesting conditions and, where appropriate, criteria for

1) authorises the Board of Directors, pursuant to the

provisions of Articles L. 225-177 to L. 225-185, L. 22-10-56

and L. 22-10-57 of the French Commercial Code, to grant,

on one or more occasions, to the beneficiaries detailed

below, options granting entitlement to subscribe for new

shares of the Company to be issued in the form of a share

capital increase or to purchase existing shares of the

Company resulting from buybacks performed under the

conditions provided by law;

the shares;

●

determine the identity of the beneficiaries and the number of

shares granted to each beneficiary;

●

where applicable:

●

duly note the existence of sufficient reserves and, at each

grant, transfer to a blocked reserve account the amounts

necessary to fully pay up the new shares to be granted,

●

decide, when the time comes, the share capital increase(s)

2) sets the period of validity of this authorisation at thirty-eight

by capitalisation of reserves, profits or issue premiums,

relating to the issue of new free shares,

months, commencing the date of this General Meeting;

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Combined General Meeting of 24 May 2022

Explanatory statement and proposed resolutions

3) decides that the beneficiaries of these options may only be:

months after the end of a period during which company

officers are forbidden from exercising such options by the

Board of Directors pursuant to Article L. 225-185 of the

French Commercial Code and will be extended

accordingly,

●

some or all employees, or certain employee categories, of

Axway Software and, where appropriate, the companies or

economic interest groups affiliated to the Company pursuant

to Article L. 225-180 of the French Commercial Code,

●

provide the ability to temporary suspend the exercise of

options during a maximum period of three months in the

event of financial transactions involving the exercise of

share rights,

●

company officers meeting the conditions set by

Article L. 225-185 of the French Commercial Code;

4) the total number of options that may be granted by the

Board of Directors under this authorisation may not grant

entitlement to subscribe or purchase a number of shares

exceeding 1% of the share capital at the grant date. Where

applicable, the par value amount of the share capital

increase required to safeguard, in accordance with law and,

where applicable, contractual provisions setting forth other

safeguard measures, the rights of beneficiaries of options

in the event of transactions in the Company’s share capital

will be added to this ceiling;

●

where appropriate, purchase the necessary shares under

the share buyback programme and allocate them to the

option plan,

complete or have another party complete all acts and

formalities to finalise the share capital increase(s) that

may be performed, where applicable, pursuant to the

authorisation subject to this resolution; amend the Articles

of Association accordingly and generally do all that is

necessary,

5) decides that the share subscription and/or purchase price

will be set on the option grant date, it being specified that

this price may not be less than the average listed price of

the Company’s share on the Euronext Paris regulated

market during the twenty (20) trading sessions preceding

the option grant date, and may not be less than the limits

set by regulation;

●

at its sole decision and if it considers it necessary, charge

the cost of the share capital increases against the amount

of the corresponding premiums and deduct from this

amount the sums needed to raise the legal reserve to

one-tenth of the new share capital after each increase.

9) acknowledges that this delegation supersedes, from this

day forth, the unused portion of any previous authorisation

with the same purpose, where applicable.

6) decides that no options may be granted during the lock-up

period set by regulation;

7) acknowledges that this authorisation includes the express

waiver by shareholders of their preferential subscription

rights to the shares that will be issued as the options are

exercised, in favour of beneficiaries of the share

subscription options;

Twenty-first resolution

Delegation of authority to the Board of Directors,

for a period of 26 months, to increase the share

capital through the issue of 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. 3332-18 et seq. of the French Labour

Code

8) delegates full powers to the Board of Directors to set the

other terms and conditions of grant of the options and their

exercise and notably to:

●

determine the list or categories of beneficiaries, as

provided below and set the conditions under which

options will be granted, which may include the attainment

of one or more quantitative performance and/or presence

conditions set by the Board of Directors and clauses

forbidding the immediate sale of all or some of the shares,

without the period during which shares must be held

exceeding three years from the option exercise date. By

derogation from the above the Board of Directors, under

the conditions set by law for executive officers, may

impose clauses forbidding the exercise of options before

the cessation of their duties or the immediate sale of

shares with an obligation to hold some or all of the shares

resulting from the exercise of the options in registered

form until cessation of their duties,

The General Meeting, having reviewed the Board of Directors’

report and the Statutory Auditors’ special report, and pursuant

to the provisions of Articles 225-129-6, L. 225-138-1 and

L. 228-92

the

French

Commercial

Code

and

Articles L. 3332-18 et seq. of the French Labour Code:

1) delegates its authority to the Board of Directors, at its

discretion, to increase the share capital on one or several

occasions, by issuing ordinary shares or securities granting

access to the Company’s shares to members of one or

several Group or company savings plans established by the

Company and/or its French or non-French affiliates within

the meaning of Article L. 225-180 of the French Commercial

Code and Article L. 3344-1 of the French Labour Code;

●

decide the conditions under which the price and number of

shares must be adjusted, notably in the scenarios

provided in Articles R. 225-137 to R. 225-142 of the French

Commercial Code,

2) cancels, in favour of these individuals, preferential

subscription rights to shares and securities which could be

issued under this delegation;

●

set the period or periods during which the options granted

may be exercised, it being specified that the option term

may not exceed eight years, commencing the grant date.

This period may not, however, expire less than six (6)

3) sets the period of validity of this delegation at twenty-six

months, commencing the date of this General Meeting;

224

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Axway

and its business

activities

Consolidated

ﬁnancial

statements

Annual

ﬁnancial

statements

Axway Software

share capital

and share ownership

Combined General

Meeting of

24 may 2022

Risks

and Control

Corporate

responsibility

Corporate

governance

Explanatory statement and proposed resolutions

4) limits the maximum par value amount of the increases

resulting from this delegation to 3% of the share capital on

the date of the Board of Directors’ decision to perform this

increase. This amount is separate from any other ceiling on

share capital increases. Where applicable, the par value

amount of the share capital increase required to safeguard,

in accordance with law and, where applicable, contractual

provisions setting forth other safeguard measures, the

rights of holders of rights or securities granting access to

the Company’s share capital will be added to this ceiling;

6) decides, pursuant to the provisions of Article L. 3332-21 of

the French Labour Code, that the Board of Directors can

provide for the free allocation, to the beneficiaries defined

in the first paragraph above, of shares to be issued or

already issued, or other securities granting access to the

Company’s share capital to be issued or already issued, for

(i) the employer contribution which could be paid pursuant

to the regulations of the Group or company savings plan,

and/or (ii) where applicable, the discount, and could decide,

if issuing new shares for the discount and/or employer

contribution, to capitalise the reserves, profits or premiums

required to pay up the shares;

5) decides that the price of shares to be issued, pursuant to 1)

of this delegation, may not be more than 30% lower, or 40%

lower if the lock-up period indicated in the plan pursuant to

Articles L. 3332-25 and L. 3332-26 of the French Labour

Code is equal to or longer than ten years, than the average

listed price of the share during the 20 trading sessions

preceding the decision determining the subscription start

date, nor higher than this average;

7) acknowledges that this delegation supersedes, from this

day forth, the unused portion of any previous delegation

with the same purpose, where applicable.

The Board of Directors may or may not implement this

delegation, take all measures and perform the required

formalities.

8.2.3 Resolutions presented for the approval

of the Ordinary General Meeting

Powers to perform legal formalities (22^ndresolution)

Explanatory statement

Finally, shareholders are asked to confer full powers on the bearer of an original, a copy or an extract from the minutes of the

General Meeting of 24 May 2022 for the purposes of carrying out all legal or administrative formalities consecutive to this

General Meeting. The Board considers that the resolutions presented for your approval are consistent with the interests of the

Company and contribute to the development of its business.

Twenty-second resolution

Powers to perform legal formalities

The General Meeting gives all powers to the holder of an original, copy or excerpt of these minutes to perform all legal filing and

posting formalities.

The Board of Directors

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 225

Preparation and control of the Universal Registration Document and certification of the person responsible for the Universal Registration Document

AFR

Preparation and control of the Universal Registration

Document and certification of the person responsible

for the Universal Registration Document

Name and position of the person responsible for the Universal Registration

Document

Patrick Donovan, Chief Executive Officer

Axway Software – 16220 N Scottsdale Rd. Suite 500, Scottsdale AZ 85254, USA

Persons responsible for auditing the financial statements

Principal Statutory Auditors

Auditeurs & Conseils Associés

Cabinet Mazars

31, rue Henri-Rochefort, 75017 Paris

61, rue Henri-Regnault, 92400 Courbevoie

Represented by Sandrine Gimat.

Represented by Mr. Jérôme Neyret.

Office to expire at the General Meeting convened to approve

the financial statements for the 2024 fiscal year.

Office to expire at the General Meeting convened to approve

the financial statements for the 2024 fiscal year.

First appointed: December 2000.

Auditeurs et Conseils Associés is a member of the Paris

Regional Statutory Auditors’ Association (Compagnie régionale

des Commissaires aux comptes de Paris).

Mazars is a member of the Versailles Regional Statutory

Auditors’ Association (Compagnie regionale des Commissaires

aux comptes de Versailles).

Certification of the person responsible for the Universal Registration Document

I hereby declare, after having taken all reasonable measures

for this purpose, that the information contained in this

Universal Registration Document is, to the best of my

knowledge, in accordance with the facts and it contains no

omission likely to affect its meaning.

and fair view of the business performance, results and

financial position of the Company and of all entities within the

scope of consolidation, as well as a description of the main

risks and uncertainties to which they are exposed.

I have obtained a letter from the Statutory Auditors certifying

that they have verified the financial and accounting information

provided in this Universal Registration Document and that they

have read the document as a whole.

I hereby declare that, to the best of my knowledge, the financial

statements have been prepared in accordance with applicable

accounting standards and give a true and fair view of the

assets, liabilities, financial position and results of the Company

and of all entities within the scope of consolidation.

Phoenix, 24 March 2022

Patrick Donovan

I hereby declare that the management report included in this

Document and detailed in the cross-reference table gives a true

Chief Executive Officer

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 227

General remarks

●

This Universal Registration Document also includes:

the Board of Directors’ annual management report, which

must be presented to the General Shareholders’ Meeting

called to approve the financial statements for each fiscal

year, pursuant to Articles L. 225-100 and L. 22-10-35 et seq.

of the French Commercial Code.

●

the annual financial report, which must be prepared and

published by all listed companies within four months of the

closing date of each fiscal year, pursuant to

Article L. 452-1-2 of the French Monetary and Financial Code

and Article 222-3 of the AMF’s General Regulations; and

Information incorporated by reference

Pursuant to Article 19 of Commission Regulation (EC)

No. 2017/1129 of 14 June 2017, the following information is

included by reference in this Universal Registration Document:

2. for fiscal year 2019:

●

the Axway consolidated financial statements for fiscal year

2019 and the Statutory Auditors’ report on the consolidated

financial statements presented in the Registration Document

filed on 14 April 2020 (on pages 127 to 194 and 188

respectively),

1. for fiscal year 2020:

●

the Axway consolidated financial statements for fiscal year

2020 and the Statutory Auditors’ report on the consolidated

financial statements presented in the Registration Document

filed on 18 March 2021 (on pages 139 to 197 and 198

respectively),

●

the Axway Software financial statements for fiscal year 2019

and the Statutory Auditors’ report on the financial

statements presented in the Registration Document filed on

14 April 2020 (on pages 197 to 220 and 216 respectively).

●

the Axway Software financial statements for fiscal year 2020

and the Statutory Auditors’ report on the financial

statements presented in the Registration Document filed on

18 March 2021 (on pages 205 to 2022 and 2023

respectively);

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Glossary

●

Unless indicated otherwise, in this Universal Registration

Document:

the terms “Group”, “Axway” and “Axway Group” refer to the

Company and its subsidiaries;

the terms “Sopra” or “Sopra Steria” refer to “Sopra Steria

Group”.

●

the term “Company” refers to Axway Software;

Sector acronyms and terms specific to Axway

Amplify™: Amplify™ is the registered trademark for Axway’s

hybrid integration offering. Amplify™ leverages the proven

capabilities of Axway’s API management platform, enhanced

with powerful integration tooling, support for complex

organisational structures and integrations with its market

leading MFT and B2B solutions.

Horizontal software: software solution able to target the needs

of all types of customers, independent of their business sector.

IOT - Internet Of Things: refers to the growing number of

devices connected to the Internet that enable physical assets

to communicate digitally.

iPaaS: Integration platform as a Service: suite of cloud services

enabling the development, execution and governance of

integration flows.

API: Application Programming Interface: IT solution enabling

applications to communicate and exchange services and data.

B2B: Business to Business Integration: automation of business

and communication processes between at least two

companies.

Low-code: low code development allows developers to design

applications rapidly with minimal manual coding. A low-code

platform contains a suite of pre-built functions and tools that

easily complement developers’ needs.

Cloud computing: process that consists in using remote IT

servers or applications over internet networks.

MFT: Managed File Transfer: software or platform that

manages the secure transfer of data between devices via a

network.

CSP: Content Services Platform: software enabling users to

create, share, collaborate and store content.

DevOps: range of practices helping software developers (Dev)

and IT operations professionals (Ops) to work together by

automating the software delivery process and infrastructure

changes.

No-code: No code solutions are designed for non-developers

who do not know or do not need to know programming

languages to use and develop a software. A no code platform

integrates all key functions users need to develop applications.

EDI: Electronic Data Interchange: the computer-to-computer

On-Premise: refers to the use of a company’s own server and

interchange of strictly formatted messages.

IT environment.

EFSS: Enterprise File Synchronization

enabling users to save files in the Cloud and/or on-premise and

access them from all their devices.

Sharing: service

PaaS: Platform as a Service: a cloud computing model where a

cloud service provider proposes hardware and software tools

as services over the Internet, enabling the user to develop

applications.

ERP: Enterprise Resource Planning: information system

enabling the daily management and monitoring of all of a

business’ information and operating services.

SaaS: Software as a Service: cloud-based software distribution

model.

HIP - Hybrid Integration Platform: single integration platform

enabling the creation of application and data networks adapted

to each customer’s technology and structure.

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 229

Glossary

External sources

Gartner - Disclaimer

Forrester Research, Inc. - Disclaimer

GARTNER and MAGIC QUADRANT are registered trademarks

and services mark of Gartner, Inc. and/or its affiliates in the

U.S. and internationally and are used herein with permission.

product or service depicted in its research publications and

does not advise technology users to select only those vendors

with the highest ratings or other designation. Gartner research

publications consist of the opinions of Gartner’s Research &

Advisory organisation and should not be construed as

statements of fact. Gartner disclaims all warranties, expressed

or implied, with respect to this research, including any

The Forrester Wave™ is copyrighted by Forrester Research, Inc.

Forrester and Forrester Wave™ are trademarks of Forrester

Research, Inc. The Forrester Wave™ is

graphical

representation of Forrester’s call on a market and is plotted

using a detailed spreadsheet with exposed scores, weightings,

and comments. Forrester does not endorse any vendor,

product, or service depicted in the Forrester Wave™.

Information is based on best available resources. Opinions

reflect judgement at the time and are subject to change.

warranties of merchantability or fitness for

a particular

purpose. The Gartner content described herein, (the "Gartner

Content") represent(s) research opinion or viewpoints

published, as part of a syndicated subscription service, by

Gartner, Inc. ("Gartner"), and are not representations of fact.

Gartner Content speaks as of its original publication date (and

not as of the date of this) and the opinions expressed in the

Gartner Content are subject to change without notice.

Alternative Performance Measures

ACV: Annual Contract Value - annual contract value of a

Subscription agreement.

Profit on operating activities: Profit from recurring operations

adjusted for the non-cash share-based payment expense, as

well as the amortisation of allocated intangible assets.

Employee Engagement score: employee engagement

measured by an independent annual survey.

Restated revenue: revenue for the prior year, adjusted for the

consolidation scope and exchange rates of the current year.

Growth at constant exchange rates: growth in revenue

between the period under review and the prior period restated

for exchange rate impacts.

Signature metric: amount of License sales plus three times the

annual contract value (3 x ACV) of new Subscription contracts

signed over a given period.

Net signature metric: signature metric net of the Maintenance

attrition by migration to new Subscription contracts.

TCV: Total Contract Value

- full contracted value of a

Subscription agreement over the contract term.

NPS: Net Promoter Score: customer satisfaction and

recommendation indicator for a product or a service.

Organic growth: growth in revenue between the period under

review and the prior period, restated for consolidation scope

and exchange rate impacts.

Corporate responsibility

Customer Success organisation: Axway’s internal structure

dedicated to customer success. Axway strives continuously for

customer satisfaction.

Materiality matrix: analysing materiality enables the most

relevant issues for the Company and its stakeholders to be

identified and ranked. Issues are presented in

a graph

identifying their importance for the Company and its

stakeholders.

Engagement survey: independent annual survey conducted

each year by Axway covering all employees.

NFPS: Non-Financial Performance Statement.

GDPR: General Data Protection Regulation.

Sustainable Development Goals (SDGs) are used to identify

the seventeen objectives set by the United Nations Member

States for 2030. Governments and civil society have defined

targets in a wide range of areas around three founding

principles: end poverty in all its forms everywhere, protect the

plant and ensure prosperity for all. These objectives are

grouped into five pillars: people, prosperity, planet, peace and

partnership.

Greenhouse Gas (GHG): greenhouse gases are gas

components that absorb infrared radiation emitted by the

planet’s surface and contribute to the greenhouse effect. The

increase in their concentration in the planet’s atmosphere is

one of the factors behind global warming. GHG emissions are

measured in metric tonnes of CO₂(T eq. CO2).

LMS: Learning Management System: software that

accompanies and manages a training process or learning path.

230

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Cross-reference tables

This cross-reference table presents the Sections detailed in Annexes 1 and 2 of Commission Delegated Regulation 2019/980 of

14 March 2019 and refers to the pages of this Universal Registration Document containing the information required by each of

these sections.

The Corporate Social Responsibility cross-reference table is presented at the end of Chapter 3 of this Universal Registration

Document.

Universal Registration Document Cross-Reference Table

1. Persons responsible

●

1.1 Persons responsible for the information

1.2 Statement of the persons responsible

227

●

2. Statutory Auditors

●

2.1 Name and address of the issuer’s auditors

227

n/a

●

2.2 Information on the resignation or removal of the auditors

3. Risk factors

32-45, 164-166

4. Information about Axway

●

4.1 Legal and commercial name

●

4.2 Registered office - Trade and Companies Register and LEI

●

4.3 Date of incorporation and company term

●

4.4 Legal status

5. Business overview

●

5.1 Principal activities

4, 15

4,19

●

5.2 Principal markets

●

5.3 Important events in the development of the business

6, 26, 30, 151

6, 13, 20

21, 39

●

5.4 Strategy and objectives

●

5.5 Dependence on patents, licenses, contracts and manufacturing processes

●

5.6 Basic information from statements concerning the competitive position

19, 33

●

5.7 Investments

6, 151

●

5.7.1 Significant investments

6, 25, 32, 151

●

5.7.2 Environmental issues that may influence the use of property, plant and equipment

●

5.7.3 Information on subsidiaries and joint ventures

190

6. Organisational structure

●

6.1 Brief description of the Group and the issuer’s position within it

●

6.2 List of significant subsidiaries

27, 172, 190-191

7. Operating and financial review

●

7.1 Financial position

6, 22, 120-124, 126-172

6, 120, 132-136

●

7.2 Operating results

●

7.3 Non-financial indicators

5, 10-11, 47-87

8. Capital Resources

●

8.1 Capital resources of the issuer

7, 25-26, 123, 167-170, 178, 184

●

8.2 Sources and amounts of cash flows

124, 166-167

159-166, 170-171

n/a

●

8.3 Information on requirements and the funding structure

●

8.4 Restrictions on the use of capital

●

8.5 Expected financing sources

n/a

9. Regulatory environment

10. Trend information

12, 18, 33

●

10.1 Principal trends affecting production, sales and selling prices

18-22

●

10.2 Known trends, uncertainties, requests, commitments or events likely to materially influence

6, 18-22

the issuer’s outlook

AXWAY - 2021 UNIVERSAL REGISTRATION DOCUMENT 231

Cross-reference tables

11. Profit forecasts or estimates

n/a

12. Administrative, management and supervisory bodies and executive management

●

12.1 Composition

8-9, 88-96

●

12.2 Administrative, management and supervisory bodies and senior management conflicts of interests

97, 106, 201

13. Compensation and benefits

●

13.1 Compensation and benefits in kind

107,-115, 140-141, 187

137-139, 181-182, 185

●

13.2 Total amounts set aside or accrued to provide for pension, retirement or similar benefits

14. Functioning of management and supervisory bodies

●

14.1 Date of expiration of current terms of office

8, 96

108

●

14.2 Service agreements binding members of administrative bodies and Executive Management

●

14.3 Information about the Audit Committee, Compensation Committee and Appointments, Ethics and

8-9, 100-102

Governance Committee

●

14.4 Statement on applicable corporate governance regime

8, 106

n/a

●

14.5 Potential material impacts on corporate governance

15. Employees

●

15.1 Number of employees and breakdown by main category

10, 52, 136

109-111, 116-118, 139-141, 168, 184

200

●

15.2 Holdings and stock options of members of management and supervisory bodies

●

15.3 Arrangements for involving the employees in the capital of the issuer

16. Major shareholders

●

16.1 Crossing of shareholding thresholds

200

198-201, 210

201

●

16.2 Identification of the principal shareholders and existence of different voting rights

●

16.3 Control of the issuer

●

16.4 Agreement, which, when implemented, may result in a change of control

201

17. Related-party transactions

170

18. Financial information concerning the issuer’s assets and liabilities, financial position and profits and

losses

●

18.1 Historical financial information

120-124, 178-179

n/a

●

18.2 Interim and other financial information

●

18.3 Auditing of historical annual financial information providing a true and fair view in accordance with

173-176, 192-195

audit standards

●

18.4 Pro forma financial information

n/a

7, 128, 168, 191

158-159, 185

n/a

●

18.5 Dividend policy

●

18.6 Legal and arbitration proceedings

●

18.7 Significant changes in the issuer’s financial or trading position

19. Additional information

●

19.1 Share capital

7, 198-199

198

●

19.1.1 Characteristics of the subscribed share capital

●

19.1.2 Shares not representing capital

n/a

●

19.1.3 Shares held by the issuer

198-199

168, 184, 208

n/a

●

19.1.4 Characteristics of convertible or exchangeable securities or securities with warrants

●

19.1.5 Option or conditional or unconditional sale agreement in the context of an option on the share

capital of the issuer

●

19.1.6 Changes in the share capital

202-203

●

19.2 Articles of Association

●

19.2.1 Corporate purpose of the issuer

●

19.2.2 Rights, privileges and restrictions attached to each category of shares outstanding

210

n/a

●

19.2.3 Provisions applicable in the event of a change in control of the issuer

20. Material contracts

170

21. Documents available

n/a: not applicable

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Cross-reference tables

Management Report Cross-Reference Table

This Universal Registration Document includes all required disclosures in the Management Report as set out in Articles L. 225-100,

L. 22-10-35 et seq., L. 232-1, II and R. 225-102 et seq. of the French Commercial Code.

Activity report

●

1. Position and activities of the Company during the past fiscal year

2. Business model

2-13, 16-24

12-13, 48

●

3. Financial Key Performance Indicators

4-7, 22-24

4. Comprehensive and objective analysis of trends in business, results and the financial position and, specifically,

the debt position

119-172, 177-191

●

5. Major events between the closing date of the fiscal year and the date at which the Management Report is prepared

6. Trends and future outlook

30, 172

6, 20-22

6, 21, 24

25-26

7. Research and development activities

8. Supplier and customer settlement periods

9. Description of the main risks and uncertainties

32-39

10. Financial risks associated with climate change and the low carbon strategy

11. 11 Internal control and risk management procedures

12. Information on the use of financial instruments

n/a

40-43

162-163

6, 24, 151, 154-156

13. Investment during the last two fiscal years

14. Material purchases of investments or controlling interests in companies whose registered office is in France during the

fiscal year

Non-Financial Performance Statement

●

15. Vigilance plan

80-81

48-86

●

16. Non-Financial Performance Statement

●

17. Non-financial performance indicators

5, 10-11, 48-86

80-81

●

18. Report of an independent third party on the Non-Financial Performance Statement

Share ownership and share capital

●

19. Employee share ownership

200

204

●

20. Transactions performed by the Company in its own shares pursuant to Article L. 225-211

●

21. Transactions by management and closely-related persons in the Company’s securities

●

23. Amount of dividends and other distributed earnings paid during the past three fiscal years

7, 216

191

●

24. Summary of results for the past five fiscal years

●

25. Injunctions or fines for anti-competitive practices

Annual Financial Report Cross-Reference Table

This Universal Registration Document includes all required disclosures in the Financial Report as set out in Article L. 451-1-2 of the

French Financial and Monetary Code and Article 222-3 of the AMF General Regulations.

Activity report

●

1. Annual financial statements of the Company

2. Consolidated financial statements of the Group

3. Management Report

177-195

119-176

●

see Management

Report

cross-reference

table

●

4. Report on corporate governance

see Corporate

Governance Report

cross-reference

table

●

5. Statutory Auditors’ report on the annual financial statements

6. Statutory Auditors’ report on the consolidated financial statements

7. Certification of the person responsible for the annual financial report

8. Statutory Auditors’ fees

192-195

173-176

227

172, 189

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Cross-reference tables

Corporate Governance Report Cross-Reference Table

This Universal Registration Document includes all required disclosures in the Corporate Governance Report as set out in Articles

L.225-37 et seq. and L. 11-10-8 et seq. of the French Commercial Code.

Governance

●

1. Method of exercising Executive Management

88, 102-103, 201

88-103

●

2. Composition and conditions of preparation and organisation of Board of Directors’ activities

3. Diversity policy for the Board of Directors and management bodies

8-9, 53, 88

102

4. Limits on the powers of Executive Management imposed by the Board of Directors

5. List of offices and positions held in all companies by each company officer during the fiscal year

6. Reference to the Corporate Governance Code applied by Axway

89-96

8, 49, 88, 106-107,

201

●

7. Shareholder participation at General Meetings

213-225

n/a

8. Agreements between an executive and a major shareholder or subsidiary

9. Summary table of current delegations of authority to increase the share capital and use of these delegations during the

fiscal year

205-208

●

10. Factors likely to have an impact in the event of a public tender or exchange offer

11. Review procedure applied to everyday agreements

211

103-104

Compensation

●

12. Principles and criteria for determining, allocating and granting components of total compensation and benefits of all kind

11-15

of executive officers

●

13. Fixed, variable and exceptional components of compensation and benefits of all kind paid or granted in respect

107-111

of the prior year

●

14. Commitments of all kind given by Axway to senior executives

111-114

116-118

●

15. Information on share subscription option plans granted to company officers and employees

●

16. Information on free share grants to company officers and employees

234

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