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

Articleb20 – Compensation of senior executives 1. The General Meeting may allocate directors a fixed annual sum in the form of directors’ fees, which are treated as operating expenses; the amount remains unchanged until further notice. The apportionment of the sum between directors is determined by the Board of Directors.

3. For assignments or mandates entrusted to directors, the Board of Directors may also award exceptional payments that will be submitted for the approval of the Ordinary General Meeting. The directors may not receive from the Company compensation, whether permanent or not, other than that set out in the previous paragraphs, unless they are tied to the Company by an employment contract in conditions authorized by the law.

2. The Board of Directors determines the remuneration of the Chairman of the Board of Directors, the Chief Executive Officer and the Deputy Chief Executive Officers. Such remuneration may be fixed and/or variable.

Articleb21 – Concurrently held mandates A natural person may not serve as a director or Supervisory Board member of more than five French-based public listed companies (sociétés anonymes).

serve a second appointment as Chief Executive Officer or an appointment as a member of a Management Board or as Sole Chief Executive Officer of a company that is controlled, within the meaning of ArticleǾL.Ǿ233-16 of the French Commercial Code, by the Company for which he or she is the Chief Executive Officer. Another mandate of Chief Executive Officer, Management Board member or Sole Chief Executive Officer can be held in one company, provided such company’s shares are not traded on a regulated market. Any natural person in breach of the provisions in respect of concurrently held mandates must relinquish one of the mandates within three months of his appointment, or the mandate in question within three months of the event that led to the lapse of one of the conditions defined by law in the case of exceptions. On expiry of the three-month period, the person is automatically dismissed and must return the remunerations received, although the validity of the deliberations in which he took part is not called into question.

As an exception to the above, an individual’s appointments to the Board of Directors or to the Supervisory Board of companies controlled by the Company for which he or she is a director, within the meaning of ArticleǾL.Ǿ233-16 of the French Commercial Code, are not counted. For the purposes of the above provisions, appointments to the Board of Directors of non-listed companies that are controlled by a single company, within the meaning of ArticleǾL.Ǿ223-16 of the French Commercial Code, are considered as a single appointment, subject to the number of appointments held in this manner being limited to five. A natural person may not serve as a Chief Executive Officer, Management Board member or Sole Chief Executive Officer of more than one French-based public listed company (sociétés anonymes). As an exception, a single individual may

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AXWAY - 2017 REGISTRATION DOCUMENT

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