AXWAY_REGISTRATION_DOCUMENT_2017

CORPORATE RESPONSIBILITY AXWAY GROUP AND ITS BUSINESS ACTIVITIES Board of Directors and executive management

CORPORATE GOVERNANCE

CONSOLIDATED FINANCIAL STATEMENTS

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

LEGAL AND ADMINISTRATIVE INFORMATION

COMBINED GENERAL MEETING OFb6bJUNEb2018

Articleb16 – Deliberations of the Board of Directors The Board of Directors meets as often as the Company’s interests require it to do so, at the request of its Chairman. The Chief Executive Officer, or if the Board has not met for more than two months, at least one third of the directors, may request the Chairman, who is bound by such request, to convene a meeting of the Board of Directors on the basis of a predetermined agenda. Meeting notices may be given by any means, even verbally, in principle three days in advance. They must carefully detail the items on the agenda. They may even be given immediately where all directors are present or represented. The Meeting takes place at the registered office or at any other venue stated on the Meeting notice.

The internal regulations may include a provision whereby directors who participate in the Meeting by videoconference or any other means of telecommunication that enables them to be identified as required by law, shall be considered to be present for the purpose of calculating the quorum and majority. This provision does not apply should the following decision be adopted: ● the closing of the annual financial statements and consolidated financial statements and the drafting of the management report and Group management report. The deliberations of the Board of Directors are recorded in the minutes, which are prepared in accordance with the legal provisions in force and signed by the Meeting Chairman and at least one director. In the absence of the Meeting Chairman, it is signed by at least two directors. The copies or extracts of the minutes are certified by the Chairman of the Board of Directors, the Chief Executive Officer, the director temporarily carrying out the duties of Chairman or an officer authorized for this purpose. Where there is aWorks Council, representatives of this committee, appointed pursuant to the provisions of the French Labor Code, must be invited to all meetings of the Board of Directors. realize in the circumstances, the mere publication of the Articles of Association not constituting such proof. The Board of Directors undertakes all the checks and verifications it deems necessary. Each director is entitled to receive all the documents and information necessary to carry out his duties. The Board of Directors may confer on any and all proxy-holders of its choice, any and all delegations of powers within the limits of those defined by the law and the present Memorandum and Articles of Association. It can resolve to set up committees to look into matters referred either by itself or its Chairman.

The Board can only validly deliberate in the presence of at least half the directors. Decisions are taken on the basis of a majority of votes of members present or represented. In the event of a tie in voting, the Chairman has the casting vote. An attendance sheet is signed by the directors taking part in the Board meeting, either in person or by proxy. Internal regulations shall be defined.

Articleb17 − Powers of the Board of Directors The Board of Directors determines the overall business strategy of the Company and supervises its implementation. 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 on by the shareholders in a General Shareholders’ Meeting.

In its dealings with third parties, the Company is bound even by actions of the Board of Directors falling outside the scope of the corporate purpose, unless it can show that the third party knew that the action exceeded the corporate purpose or could not but

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AXWAY - 2017 REGISTRATION DOCUMENT

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