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

LEGAL AND ADMINISTRATIVE INFORMATION

COMBINED GENERAL MEETING OFb6bJUNEb2018

Board of Directors and executive management

7.2 Board of Directors and executive management

Articleb14 – Board of Directors The Company is administered by a Board of Directors comprising a minimum of three members and a maximum of eighteen, subject to the exception provided for by law in the event of a merger. During the life of the Company, the directors are appointed, reappointed or dismissed by the Ordinary General Meeting. They are always eligible for re-election. Directors serve a four-year term of office, expiring at the end of the Ordinary General Meeting called to approve the financial statements for the fiscal year then ended and held in the year in which their term of office comes to an end. As an exception, the General Shareholders’ Meeting may decide that the initial term of office of the directors is for a shorter term of one (1) year, two (2) years or three (3) years so as to align their term of office with those of the other directors in office at the time of their appointment. No one can be appointed director if, having exceeded the age of 85, his/her appointment results in more than one third of Board members exceeding that age. Once the age limit is reached, the oldest director is deemed to have resigned from office.

Directors may be natural persons or legal persons. When a legal person is nominated, he appoints a permanent representative who is subject to the same conditions, obligations and liabilities as a natural person director, without prejudice to the joint and several liability of the legal person he represents. In the event of one or more directors’ positions becoming vacant, the Board of Directors may, between two General Shareholders’ Meetings, carry out temporary appointments in accordance with the conditions set forth in ArticleǾL.Ǿ225-24 of the French Commercial Code. The director appointed to replace another performs his duties for the remainder of his predecessor’s term of office. Where the number of directors falls below the legal minimum, the remaining directors must immediately call an Ordinary General Meeting in order to appoint further Board members. An employee of the Company may only be appointed as a director if his employment contract corresponds to an actual post. The number of directors tied to the Company by an employment contract cannot exceed one third of the directors in office.

Articleb15 – Organization of the Board of Directors The Board of Directors elects from among its members a Chairman, who must be a natural person in order for the appointment to be valid. The Board shall determine his compensation.

The Board of Directors may appoint one or two Vice-Chairmen from among the directors. It can also appoint a secretary who need not be a director or shareholder. In the event of the Chairman’s absence, Board meetings are chaired by the eldest Vice-Chairman. Failing that, the Board appoints the session Chairman from among its members.

The Chairman is appointed for a duration that cannot exceed his term of office as a director. He is eligible for re-election. The Board of Directors can dismiss him at any time. No one over the age of eighty-five can be appointed Chairman. If the Chairman in office has reached this age, he is deemed to have resigned from office.

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AXWAY - 2017 REGISTRATION DOCUMENT