AXWAY_REGISTRATION_DOCUMENT_2017

CORPORATE RESPONSIBILITY AXWAY GROUP AND ITS BUSINESS ACTIVITIES Administrative bodies and executive management

CORPORATE GOVERNANCE

CONSOLIDATED FINANCIAL STATEMENTS

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

INFORMATIONS ADMINISTRATIVES ETbJURIDIQUES

COMBINED GENERAL MEETING OFb6bJUNEb2018

Axway has decided to adopt a two-tier governance structure which separates the functions of Chairman of the Board of Directors and Chief Executive Officer. Axway is subject to the laws, Codes and regulations in force in the countries where the Group operates. The Company thus complies with the various recommendations made by the Autorité des marchés financiers (AMF) and has decided to apply the Middlenext Code of Governance for small and medium companies.

3.1 Administrative bodies and executive management 3.1.1 Composition of the Board of Directors The Company is a public listed company (société anonyme) with a Board of Directors. It is subject to applicable French laws and regulations and its Articles of Association.

Unless otherwise indicated, the term “Articles of Association” in this chapter refers to the Company’s Articles of Association adopted by the Board of Directors on 23ǾJune 2011 and last updated at the Board of Directors’ meeting on 22ǾFebruary 2017.

The main provisions of these Articles of Association in respect of members of the Board of Directors and management bodies are covered in ChapterǾ7, SectionǾ2 of this document.

3.1.2 Board of Directors The Company is administered by a Board of Directors comprising a minimum of three members and a maximum of eighteen. During the life of the Company, the directors are appointed, reappointed or dismissed by the Ordinary General Meeting; they are all eligible for re-election. Directors are appointed for a term of four (4) years. The Board of Directors elects from among its members a Chairman, who must be a natural person in order for the appointment to be valid. The Board of Directors can dismiss him or her at any time.

The Board of Directors meets as often as the Company’s interests so require, when convened by its Chairman. The Board of Directors determines the overall business strategy of the Company and supervises its implementation. The Board of Directors, at its meeting of 22ǾJune 2015, decided to separate the functions of Chairman of the Board and Chief Executive Officer.

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AXWAY - 2017 REGISTRATION DOCUMENT

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