AXWAY_REGISTRATION_DOCUMENT_2017

AXWAY GROUP AND ITS BUSINESS ACTIVITIES Explanatory statement

CORPORATE RESPONSIBILITY

CORPORATE GOVERNANCE

CONSOLIDATED FINANCIAL STATEMENTS

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

INFORMATIONS ADMINISTRATIVES ETbJURIDIQUES

COMBINED GENERAL MEETING OFb6bJUNEb2018

7. Setting the amount of the directors’ fees to be allocated to the members of the Board of Directors for the current fiscalbyear (9 th bresolution) We propose that the amount of directors’ fees to be distributed among the members of the Board of Directors for the current fiscal year be set at €302,000. This amount is identical to that proposed last year, which you approved.

8. Compensation of the Chairman of the Board of Directors ofbthebCompany (10 th and 11 th bresolutions)

the year ended 31ǾDecember 2017 and that ending 31ǾDecember 2018. These principles and criteria approved by the Board of Directors upon recommendation of the Remuneration Committee are set forth in detail in the corporate governance report by the Board of Directors.

In accordance with ArticleǾL.Ǿ225-37-2 du French Commercial Code, we submit for your approval the principles and criteria applicable to the determination, distribution and allocation of the components of Pierre Pasquier’s total compensation for his term as Chairman of the Board of Directors of the Company for

9. Compensation of Jean-Marc Lazzari (12 th and 13 th resolutions)

In accordance with Article L. 225-37-2 of the French Commercial Code, we submit (i) for your opinion the amount of variable compensation payable to Jean-Marc Lazzari for the year ended 31 December 2017 and (ii) for your approval the principles and criteria applicable to the determination, distribution and allocation of the components of Jean-Marc Lazzari’s total compensation for his term as Chief Executive Officer of the Company for the year ending 31 December 2018.

These principles and criteria approved by the Board of Directors upon the recommendation of the Remuneration Committee are set forth in detail in the corporate governance report by the Board of Directors.

10. Compensation of Patrick Donovan in his capacity as Chief Executive Officer of the Company for the fiscal year ending 31bDecember 2018 (14 th bresolution)

Donovan in his capacity as Chief Executive Officer for the fiscal year ending 31ǾDecember 2018. These principles and criteria are set out in detail in the corporate governance report by the Board of Directors.

In accordance with ArticleǾL.Ǿ225-37-2 of the French Commercial Code, we submit for your approval the principles and criteria approved by the Board upon the recommendation of the Remuneration Committee for compensation owed to Patrick

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AXWAY - 2017 REGISTRATION DOCUMENT

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