AXWAY_REGISTRATION_DOCUMENT_2017

AXWAY GROUP AND ITS BUSINESS ACTIVITIES

CORPORATE RESPONSIBILITY

CORPORATE GOVERNANCE

CONSOLIDATED FINANCIAL STATEMENTS

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

INFORMATIONS ADMINISTRATIVES ETbJURIDIQUES

COMBINED GENERAL MEETING OFb6bJUNEb2018

Statutory Auditors’ report on the annual financial statements

VII Responsibilities of management and of the persons comprising the corporate governance for purposes of the annual financial statements

The management is responsible for drawing up the annual financial statements so as to provide a true and fair view in compliance with French generally accepted accounting principles and standards, and for implementing the internal control system it considers necessary for drawing up annual financial statements that are free from material misstatement, whether arising from fraud or from error. When drawing up the annual financial statements, it is the management’s task to assess the company's ability to continue as a going concern, to present in those financial statements any

necessary information concerning business continuity, and to apply the accounting convention of going concern unless it is intended to liquidate the company or discontinue its operations. The Audit Committee’s task is to monitor the process for preparing financial information and the effectiveness of the internal control and risk management systems and, where applicable, the internal audit system regarding the procedures for preparing and processing accounting and financial information. These financial statements have been approved by the Board of Directors.

VIII Responsibilities of the Statutory Auditors in auditing the annual financial statements Audit aim and approach

● the auditor takes note of the aspects of internal control relevant to the audit, in order to define audit procedures that are appropriate in the circumstances, and not in the aim of expressing an opinion on the effectiveness of the internal control function; ● the auditor assesses the appropriateness of the accounting methods adopted and the reasonableness of the accounting estimates made by management, as well as assessing the information concerning them supplied in the annual financial statements; ● the auditor assesses the appropriateness of management’s application of the going concern accounting convention and, depending on the evidence gathered, determines whether there exists any significant uncertainty relating to events or circumstances liable to call into question the company's ability to continue its operations. In making this assessment, the auditor relies on evidence gathered up to the date of his or her report, although it should be recalled that subsequent circumstances or events may call into question the continuity of business. If the auditor finds that significant uncertainty does exist, he or she draws the attention of the reader to the information supplied in the annual financial statements concerning such uncertainty or, if that information is not supplied or not relevant, makes a qualified certification, or refuses to certify; ● the auditor assesses the overall presentation of the annual financial statements and determines whether those annual financial statements reflect the underlying operations and events in such a way as to give a true and fair view.

It is our task to report on the annual financial statements. We seek to obtain reasonable assurance that the annual financial statements as a whole are free from material misstatement. Reasonable assurance means a high degree of assurance, although it does not guarantee that an audit conducted to professional standards will invariably detect every significant anomaly. Anomalies may arise from fraud or from error, and are considered significant when they can reasonably be expected, individually or in combination, to influence business decisions made by users of the financial statements, based on those statements. As stipulated in Article L. 823-10-1 of the French Commercial Code, our task of certifying the financial statements does not consist of guaranteeing your company's viability or the quality of its management. At every stage in the conduct of an audit in accordance with the professional standards applicable in France, a Statutory Auditor exercises his or her professional judgment. In addition: ● the auditor identifies and assesses the risks of the annual financial statements containing significant anomalies whether arising from fraud or due to error, defines and implements audit procedures in response to those risks, and gathers evidence he or she considers a sufficient and appropriate basis for formulating his or her opinion. The risk of not detecting a significant anomaly arising from fraud is higher than for a significant anomaly due to error, since fraud may involve collusion, falsification, deliberate omissions, false statements or the circumvention of internal control;

5

195

AXWAY - 2017 REGISTRATION DOCUMENT