AXWAY_REGISTRATION_DOCUMENT_2017

AXWAY GROUP AND ITS BUSINESS ACTIVITIES General Meetings

CORPORATE RESPONSIBILITY

CORPORATE GOVERNANCE

CONSOLIDATED FINANCIAL STATEMENTS

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

LEGAL AND ADMINISTRATIVE INFORMATION

COMBINED GENERAL MEETING OFb6bJUNEb2018

7.4 General Meetings

Articleb25 – General Meetings The decisions collectively made by the shareholders shall be taken in General Meetings characterized either as Ordinary General Meetings, Extraordinary General Meetings or Special General Meetings depending on the nature of the decision to be taken.

Special Meetings are called for the holders of shares of a given category to decide upon any changes to the rights attached to shares in this category. The decisions taken by General Meetings are binding for all the shareholders, including absentee and dissenting shareholders and those lacking legal capacity.

Articleb26 – Venue and convening General Meetings General Meetings are convened and held pursuant to the terms and conditions set by law. General Meetings shall take place at the registered office or in any other place specified in the convening notice.

Articleb27 – Agenda The Meeting agenda is set out in meeting notices and letters of invitation. It is drawn up by the party calling the Meeting. A shareholder or group of shareholders, representing at least the legally determined percentage of capital and acting in the manner and timeframes provided by law, may have draft resolutions included on the Meeting agenda.

The Works Council may also request the inclusion of proposed resolutions in the agenda. The General Meeting may not decide upon any issues that are not on the agenda. It may, however, at any time and in any circumstances, dismiss and replace one or more directors.

Articleb28 – Rights to shareholder information – Disclosure obligation All shareholders are entitled to receive all the information necessary for them to take an informed decision relating to the management and situation of the Company. The documentation required and its availability to shareholders is laid down by the law. Any shareholder who holds more than 3% or more than 4% of the Company’s capital shall inform the Company in the same manner and based on the same methods of calculation as required with respect to legal thresholds. Articleb29 – Access to General Meetings – Powers – Composition The General Meeting shall be composed of all shareholders, regardless of the number of shares they hold, who attend the Meeting either in person or by proxy.

A shareholder may be represented in the manner established by law and regulatory provisions, with the proxy being required to demonstrate his/her powers. If a shareholder does not name a proxy-holder in a form of proxy, the Chairman of the General Meeting shall vote in favor of proposed resolutions submitted for approval by the Board of Directors, and against any other proposed resolution. For any other vote, the shareholder shall choose a proxy-holder who agrees to vote as directed by the shareholder.

Every shareholder has the right to participate in the General Meetings as long as he or she proves, pursuant to the legal requirements, that his or her shares are registered in his or her name or in that of the intermediary acting on his or her behalf pursuant to the seventh paragraph of ArticleǾL.Ǿ228-1 of the French Commercial Code as of 00:00Ǿa.m., Paris time, on the third business day preceding the Meeting, either in the registered share accounts kept by the Company or in the bearer share accounts kept by the authorized intermediary.

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AXWAY - 2017 REGISTRATION DOCUMENT

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