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

Articleb32 – Ordinary General Meeting An Ordinary General Meeting is a meeting called to take decisions which do not amend the Memorandum and Articles of Association. It shall be held at least once a year, in the conditions provided for by law, to approve the accounts for the fiscal year then ended.

Decisions are valid only if, when the Meeting is convened for the first time, the shareholders attending the Meeting or represented by proxy or having voted by mail represent at least one fifth of the total voting rights. No quorum is required for a second meeting. The Meeting makes decisions by simple majority of the votes of the shareholders present or represented by proxy, including the votes of shareholders having voted by mail or remotely.

Articleb33 – Extraordinary General Meeting The Extraordinary General Meeting alone shall be authorized to amend the Memorandum and Articles of Association. However, it may not increase shareholders’ commitments, subject to transactions arising from any grouping together of shares, duly and properly carried out.

second meeting. In the event of this quorum not being reached, the second meeting may be deferred to a date not more than two months later than the date on which it was originally convened; the quorum of one-fifth is also required for this second meeting. The Meeting makes decisions by a majority of two-thirds of the votes of the shareholders present or represented by proxy, including the votes of shareholders having voted by post or remotely, except in the event of a legal exemption.

Decisions are valid only if the shareholders attending the Meeting or represented by proxy or having voted by mail represent at least one quarter of the total voting rights, in the case of a first meeting, and one-fifth of the total voting rights in the case of a

Articleb34 – Special General Meetings When there are several categories of shares, no changes may be made to the rights of a given category of shares unless approved by an Extraordinary General Meeting open to all shareholders and also by Special General Meeting of the holders of the category of shares in question.

Decisions taken by Special General Meetings are valid only if the shareholders attending the Meeting or represented by proxy represent at least one-third of the total voting rights, in the case of a first meeting, and one-fifth of the total voting rights in the case of a second meeting. In all other respects, Special General Meetings are convened and deliberate in the same way as Extraordinary General Meetings.

226

AXWAY - 2017 REGISTRATION DOCUMENT

www.axway.com