AXWAY_REGISTRATION_DOCUMENT_2017

AXWAY GROUP AND ITS BUSINESS ACTIVITIES Proposed resolutions

CORPORATE RESPONSIBILITY

CORPORATE GOVERNANCE

CONSOLIDATED FINANCIAL STATEMENTS

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

INFORMATIONS ADMINISTRATIVES ETbJURIDIQUES

COMBINED GENERAL MEETING OFb6bJUNEb2018

Tenth resolution

Thirteenth resolution

Approval of the components composing the compensation and benefits in kind paid or attributed to Pierre Pasquier in his capacity as Chairman of the Board of Directors of the Company for the fiscal year ended 31bDecember 2017 The General Meeting, whose opinion was sought pursuant to ArticleǾL.Ǿ225-100 of the French Commercial Code, and having reviewed the Board of Directors report, approves the fixed, variable and exceptional components comprising the total compensation and benefits of all kinds paid or attributed for the fiscal year ended on 31ǾDecember 2017 to Pierre Pasquier, in his capacity as Chairman of the Board of Directors, as described in the report referred to in ArticleǾL.Ǿ225-37 of the French Commercial Code. Approval of the principles and criteria for the determination, distribution and allocation of the components comprising the total compensation of Pierre Pasquier as Chairman of the Company’s Board for the fiscal year ending 31bDecember 2018 The General Meeting, having reviewed the report of the Board of Directors, approves the principles and criteria for the determination, distribution and allocation of the fixed, variable and exceptional components comprising the total compensation and benefits of all kinds attributable to Pierre Pasquier for his termof office as Chairman for the fiscal year ending 31ǾDecember 2018. Approval of the components composing the compensation and benefits in kind paid or attributed to Jean-Marc Lazzari in his capacity as Chief Executive Officer of the Company for the fiscal year ended 31bDecember 2017 The General Meeting, whose opinion was sought pursuant to ArticleǾL.Ǿ225-100 of the French Commercial Code, and having reviewed the Board of Directors’ report, approves the fixed, variable and exceptional components comprising the total compensation and benefits of all kinds paid or attributed for the fiscal year ended on 31ǾDecember 2017 to Jean-Marc Lazzari, in his capacity as Chief Executive Officer, as described in the report referred to in ArticleǾL.Ǿ225-37 of the French Commercial Code. Eleventh resolution Twelfth resolution

Approval of the principles and criteria for the determination, distribution and allocation of the components comprising the total compensation of Jean-Marc Lazzari as Chief Executive Officer of the Company for the fiscal year ending 31bDecember 2018 The General Meeting, having reviewed the report of the Board of Directors, approves the principles and criteria for the determination, distribution and allocation of the fixed, variable and exceptional components comprising the total compensation and benefits of all kinds attributable to Jean-Marc Lazzari for his term of office as Chief Executive Officer for the fiscal year ending 31ǾDecember 2018. Approval of the principles and criteria for the determination, distribution and allocation of the components comprising the total compensation of Patrick Donovan as Chief Executive Officer of the Company for the fiscal year ending 31bDecember 2018 The General Meeting, having reviewed the report of the Board of Directors, approves the principles and criteria for the determination, distribution and allocation of the fixed, variable and exceptional components comprising the total compensation and benefits of all kinds attributable to Patrick Donovan for his term of office as Chief Executive Officer for the fiscal year ending 31ǾDecember 2018. Authorization to be given to the Board of Directors to buy back shares in the Company The General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings and having reviewed the Board of Directors’ report, authorizes the Board of Directors, effective immediately and with the power to sub-delegate, in accordance with ArticlesǾL.Ǿ225-209 et seq. of the French Commercial Code, with ArticleǾL.Ǿ451-3 of the French Monetary and Financial Code, ArticlesǾ241-1 to 241-5 of the General Regulation of the AMF and with Regulation (EU) no.Ǿ596/2014 of the European Parliament and the Council dated 16ǾApril 2014, to buy shares of the Company on one or more occasions and at such time as it shall choose, pursuant to the conditions below: 1. this authorization is granted to the Board of Directors up to the date of its renewal at a subsequent Ordinary General Meeting and, in any case, for a maximum of eighteen (18) months from the date of this Meeting. It cancels, from this Fifteenth resolution Fourteenth resolution

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AXWAY - 2017 REGISTRATION DOCUMENT

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