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

Rights, privileges and restrictions attached tobeach category of shares

7.3 Rights, privileges and restrictions attached toǾeach category of shares Articleb12 – Rights and obligations attaching to shares 1. Each share gives the right to a portion of the earnings, corporate assets and liquidation surplus in proportion to the percentage of the share capital it represents.

Ownership of a share implies acceptance of the Company’s Articles of Association and the decisions of the General Meeting. 3. Whenever a certain number of shares is required to exercise any particular right, owners not holding that number shall be personally responsible to group together, or potentially buy or sell the required number of shares. Moreover, it is specified that a double voting right is attached to shares held by shareholders that meet the conditions specified in paragraphǾ3 of ArticleǾ31 of the Articles of Association, as set out in this chapter.

It moreover carries voting and representation rights at General Meetings, as well as the right to be kept informed about the Company’s performance and to receive certain corporate documentation when and in the manner provided for by law and in the Articles of Association. 2. Shareholders are only liable for corporate liabilities up to the amount of their contributions. The rights and obligations stay with the share regardless of who owns it.

Articleb13 – Indivisibility of shares – Bare ownership – Beneficial ownership 1. Shares are indivisible with respect to the Company.

Company is notified of the agreement by registered letter and shall be required to apply this agreement for any meeting held any time from one month following the sending of this letter. Nevertheless, the bare owner is entitled to participate in all General Meetings. His/her voting rights can never be completely eliminated. The beneficial owner cannot be denied the right to vote on decisions involving the allocation of earnings. Voting rights of pledged securities are exercised by the owner.

Joint owners of undivided shares are represented at General Meetings by one of them or by a sole agent. In the event of a dispute, the agent is appointed by the courts at the request of the joint owner who acts first. 2. Voting rights belong to beneficial owners in Ordinary General Meetings and to bare owners in Extraordinary General Meetings. Nevertheless, shareholders may agree to share voting rights at General Meetings in any way they see fit. The

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AXWAY - 2017 REGISTRATION DOCUMENT