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

Articleb18 – Powers of the Chairman of the Board of Directors The Chairman of the Board of Directors organizes and directs the work of the Board of Directors, on which he reports to the General Shareholders’ Meeting. He ensures the smooth running

of the Company’s managerial bodies and, in particular, that the directors are able to carry out their duties.

Articleb19 – Executive Management Operating procedures Responsibility for the Company’s Executive Management is assumed by either the Chairman of the Board of Directors or by another natural person appointed by the Board of Directors and holding the title of Chief Executive Officer. The Board of Directors may choose between these two modes of Executive Management at any time and, at the very least, upon expiry of the term of office of the Chief Executive Officer or of the Chairman of the Board of Directors where the latter also holds the position of Company Chief Executive Officer. The decision of the Board of Directors relating to the choice of management method is taken on the basis of a majority of directors present or represented. The shareholders and third parties are informed of this choice in the conditions provided for by the regulations in force. The choice made by the Board of Directors applies for an unlimited period. Executive Management The Chief Executive Officer is a natural person who may or may not be a director. The term of office of the Chief Executive Officer is determined by the Board of Directors at the time of his appointment. However, if the Chief Executive Officer is also a director, his term of office cannot exceed that of his directorship. No one over the age of seventy may be appointed Chief Executive Officer. Once the Chief Executive Officer has reached the age limit, he or she is deemed to have resigned from office. The Chief Executive Officer can be dismissed at any time by the Board of Directors. In the event of unfair dismissal, he may be entitled to damages, except when he also performs the function of Chairman of the Board of Directors. 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 subject to those expressly granted to General Shareholders’ Meetings and the Board of Directors by the law.

He represents the Company in its dealings with third parties. The Company is bound even by the actions of the Chief Executive Officer falling outside the scope of the corporate purpose, unless it can show that the third party knew that such action exceeded the corporate purpose or could not but realize it in the circumstances, the mere publication of the Articles of Association not constituting such proof. Deputy Chief Executive Officers On a proposal from the Chief Executive Officer, whether this function is performed by the Chairman of the Board of Directors or by another person, the Board may appoint one or more natural persons to assist the Chief Executive Officer, with the title of Deputy Chief Executive Officer. The Board of Directors may or may not choose the Deputy Chief Executive Officers from among the directors up to a maximum of five. The age limit is set at seventy. Once a Deputy Chief Executive Officer has reached this age limit, he or she is deemed to have resigned from office. The length of the term of office of the Deputy Chief Executive Officer is determined when he/she is appointed although it may not, in any event, exceed that of his/her powers. The Deputy Chief Executive Officers may be dismissed at any time by the Board of Directors on a proposal from the Chief Executive Officer. In the event of unfair dismissal, the officers may be entitled to damages. When the Chief Executive Officer ceases to carry out or is prevented from carrying out his duties, the Deputy Chief Executive Officers, unless decided otherwise by the Board of Directors, retain their duties and remits until the appointment of a new Chief Executive Officer. In agreement with the Chief Executive Officer, the Board of Directors determines the scope and duration of the powers conferred on the Deputy Chief Executive Officers. In their dealings with third parties, the Deputy Chief Executive Officers have the same powers as the Chief Executive Officer.

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AXWAY - 2017 REGISTRATION DOCUMENT