AXWAY_REGISTRATION_DOCUMENT_2017

AXWAY GROUP AND ITS BUSINESS ACTIVITIES Group organization

CORPORATE RESPONSIBILITY

CORPORATE GOVERNANCE

CONSOLIDATED FINANCIAL STATEMENTS

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

INFORMATIONS ADMINISTRATIVES ETbJURIDIQUES

COMBINED GENERAL MEETING OFb6bJUNEb2018

1.8 Group organization

Axway’s governance structure is detailed below in accordance with ArticleǾL.Ǿ225-37-4 of the French Commercial Code. Axway’s governance structure consists of a Chairman, a Chief Executive Officer and a Board of Directors. This organizational structure is supported by an ongoing operational and functional structure as well as temporary structures for the management of particular businesses and projects.

1.8.1 Ongoing structure The Group’s ongoing structure comprises a management body, an organization based on the main operating functions and functional structures. Executive Management Executive Management comprises the Chairman, the Chief Executive Officer and the Executive Committee (ExCom). The ExCom comprises the Chief Executive Officer, the Heads of the major operating entities and the Heads of the functional structures. Themembers of ExComare responsible for strategy development and supervise the organization and internal audit, as well as major cross-functional initiatives. The Board of Directors The Company’s Board of Directors is composed of 12Ǿdirectors (seven of which are independent directors) which elected Mr. Pierre Pasquier as Chairman at a Board meeting on 28ǾJuly 2015, and a non-voting member of the Board. Information on the Board’s organization and working procedures is given in ChapterǾ3, SectionǾ1 of this Registration Document. Operational departments These are the entities that make up Axway’s value chain and participate in the processes of defining, producing and selling Axway’s products and services. The operational departments are: ● the Marketing Department, which carries out upstream strategic analysis (markets, competition) and processes involved in bringing products and services to the market;

● the Group Product Management and R&D Departments, which are in charge of the development and maintenance of products and their subsequent upgrades; ● the Global Customer Services Department which provides clients with telephone assistance and support, and the Professional Services teams, who provide support for users in installing and implementing the solutions sold and provide assistance in using them; ● the Sales Department, which consists of the Group’s software package sales teams. These global departments have regional or national structures below them: ● Regional Marketing operations (EMEA, North America, APAC); ● Development and Support Centers (France, North America, Romania, Bulgaria and India); ● Sales Subsidiaries (sales and services in eight countries in Europe, the Americas and Asia). This structure ensures that strategies and processes are consistent and harmonized, while providing the necessary proximity to clients and markets. Each department is allocated resources and assigned budget targets, which they are responsible for managing. Progress towards the achievement of targets is assessed on a monthly basis, with weekly control points for sales and services and monitoring of major client accounts. National sales subsidiaries are responsible for managing local clients: sales relationships, invoicing and receivables collections. These subsidiaries benefit from the support of cross- functional programs organized at Group level, which are aimed at coordinating the operational activities relating to certain client groups (sector-based approaches, key account approaches) or products/services (B2B program, MailGate program, Al Suite program).

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AXWAY - 2017 REGISTRATION DOCUMENT

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