Sopra Steria Group Acquires the 8.62% Stake in Axway Sold by Société Générale

Regulatory News:

Sopra Steria Group (Paris:SOP) acquires the stake in Axway held by Géninfo (Société Générale group), comprising 1,793,625 shares (8.62% of the share capital).

For Société Générale, which has been a shareholder of Axway since its spin-off and listing in 2011, this transaction is in line with its policy of divesting its industry-sector holdings. It took place as an over-the-counter block sale at the price of €21.50 per share¹ for a total amount of €38.6 million.

Géninfo’s disposal of its entire stake in Axway entails the termination of the action in concert between Géninfo, Sopra Steria Group and Sopra GMT.

Following this transaction, the stake held by the action in concert (Sopra Steria Group, Sopra GMT, the founders and certain managers) will remain unchanged, representing 58.46% of Axway’s share capital (65.62% of the voting rights). Sopra Steria Group’s stake in Axway will grow to 33.52% of the share capital (35.94% of the voting rights). Consequently, Sopra Steria Group will individually exceed Axway’s 30% shareholding and voting rights thresholds, thereby placing itself in a mandatory tender offer situation.

Given this situation, Sopra Steria Group requested and obtained from the Autorité des Marchés Financiers an exemption from the obligation to file a tender offer proposal for Axway’s shares, on the grounds of Article 234-9, 6° of the AMF’s General Regulation.

Disclaimer

This press release is for information purposes only and does not constitute an offer to sell or a solicitation to buy any shares.

In the United Kingdom, this press release may only be directly or indirectly distributed to (i) investment professionals falling within the scope of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA”) or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within the scope of Article 49(2)(a) to (d) of the FSMA (all such persons together being referred to as "authorised persons”), to the exclusion of any other persons.

The securities referred to in this press release have not been, nor will be, registered in the United States under the U.S. Securities Act of 1933 (the "Securities Act”). The securities may not be offered or sold in the United States in the absence of such registration or an applicable exemption from the registration requirements under the Securities Act. There will be no public offering of the securities in the United States in connection with this transaction.

Any investment decision to buy shares in Sopra Steria Group must be made solely on the basis of publicly available information regarding Sopra Steria Group.

Release, publication or distribution of this press release is forbidden in any country where such release, publication or distribution would violate applicable laws or regulations.

About Sopra Steria

Sopra Steria, a European leader in digital transformation, provides one of the most comprehensive portfolios of end-to-end service offerings on the market: consulting, systems integration, software development, infrastructure management and business process services. It provides end-to-end solutions to address the core business needs of large companies and organisations, helping them remain competitive and grow. Combining added value with innovative high-performance services, Sopra Steria excels in guiding its clients through their transformation projects to help them make the most of digital technology. With over 38,000 employees in more than 20 countries, Sopra Steria Group had revenue of €3.6 billion in 2015. Sopra Steria (SOP) is listed on Euronext Paris (Compartment A) - ISIN: FR0000050809. For more information, please visit: www.soprasteria.com

About Axway

Axway (Euronext: AXW.PA), a market leader in governing the flow of data, is a global software company with more than 11,000 public- and private-sector customers in 100 countries. For more than a decade, Axway has empowered leading organisations around the world with proven solutions that help manage business-critical interactions through the exchange of data flowing across the enterprise, among B2B communities, cloud and mobile devices. Our award-winning solutions span business-to-business integration, managed file transfer, operational intelligence, API and identity management, and email security – offered on premises and in the cloud with professional and managed services. Axway is registered in France with headquarters in the United States and subsidiaries in 19 countries throughout the world.

For more information, please visit: www.axway.com

¹ Axway’s share price as of 31 May 2016: €20.38

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