AXWAY_REGISTRATION_DOCUMENT_2017

AXWAY GROUP AND ITS BUSINESS ACTIVITIES

CORPORATE RESPONSIBILITY

CORPORATE GOVERNANCE

CONSOLIDATED FINANCIAL STATEMENTS

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

INFORMATIONS ADMINISTRATIVES ETbJURIDIQUES

COMBINED GENERAL MEETING OFb6bJUNEb2018

Administrative bodies and executive management

Nicole Claude Duplessix has been a member of the Board of Directors since 6ǾJune 2017. Her varied professional background provides a wealth of experience in IT. She started her career in the leading HR software publisher in France, ADP GSI, before joining the Sopra Steria Group. Her early work there was in HR consulting for customers of the Sopra Steria Group. She then supported the commitment made by Sopra Stéria and its subsidiaries to its key clients in a number of industries. For six (6) years she was delegated by Executive Management to work on security for critical projects in complex and multicultural environments, as well as the integration of new companies acquired by the Sopra Steria Group. Her experience strengthens the Board’s expertise in investments and acquisitions, ethics and human resource management. Emma Fernandez has served on the Board of Directors since 21ǾJune 2016. Emma Fernandez has significant experience as a senior executive in the technology sector and particularly in ICT, security and defense, transport and traffic. She has occupied various positions during the past 25 years with Indra, in areas such as strategy, innovation and the development of new offers, talent management, communication and product branding, public affairs, business governance, and corporate social and environmental responsibility, as well as mergers and acquisitions. Currently, she advises and promotes start-ups whose core business is IT. She has an engineering degree in telecoms from the Polytechnic University of Madrid and obtained an MBA from IE. Helen Louise Heslop has served as a member of the Board of Directors since 21 June 2016. Helen Louise Heslopmanages her consulting services business in Europe. Within this framework, she supplies business consulting services relating to business transformation and the organization of the Finance structure. Formerly, she was Transformation Director with Aviva, one of themarket leaders in insurance products in Europe. She also held office as Aviva Europe's Finance Director. Helen worked at GE Capital, a division of General Electric, for 10 years, as Finance Director Europe, Thailand and the Nordic and Baltic region. During that period, she participated in the creation of a retail bank in Thailand as well as the restructuring, sale and significant reduction of activities in Western Europe. Her past experience also includes positions at QBE International Insurance and Pricewaterhouse Coopers, where she began her career. Helen graduated in Economics from the University of Cambridge and a Statutory Auditor in the United Kingdom. Michael Gollner has been a member of the Board of Directors since 24ǾMay 2012. Michael Gollner has been the Executive Chairman of Madison Sports Group sinceǾ2013. He is Managing Partner of Operating Capital Partners, which he founded inǾ2008. Michael Gollner previously worked in the Investment Banking Department of

Marine Midland fromǾ1985 toǾ1987 before joining Goldman Sachs where he worked fromǾ1989 toǾ1994. He next worked at Lehman Brothers untilǾ1999 then at Citigroup Venture Capital. Michael Gollner is a graduate of Tulane University in New Orleans and holds an MBA from Wharton School as well as an MA in international studies from the University of Pennsylvania. Pascal Imbert has served as a member of the Board of Directors since 28ǾApril 2011. Pascal Imbert began his career with Télésystèmes inǾ1980. InǾ1990, he co-founded Solucom, renamed Wavestone in 2016 and where he has served as Chairman of the Management Board sinceǾ2002. Wavestone is a management and information systems consultancy listed on NYSE Euronext. Pascal Imbert is a graduate of both the École Polytechnique and Telecom Paris Tech (formerly the École Nationale Supérieure des Télécommunications ). Yann Metz-Pasquier is co-founder of Upfluence, the Cloud solutions publisher specializing in influence marketing, created in 2013 in San Francisco, California, and in which he was Chief Financial Officer from 2013 to 2016. He is still a director of the company. Prior to that, he was a mergers & acquisitions analyst with Moss Adams LLP in San Francisco, California. He is a Management graduate of the Catholic University of Lyon (ESDES). He is also a qualified CFA (Chartered Financial Analyst). He is currently studying for an MBA at Harvard Business School. Hervé Saint-Sauveur has served as a member of the Board of Directors since 28ǾApril 2011. Since 30Ǿ May 2005, Hervé Saint-Sauveur has served as a member of Sopra GroupǾSA’s Board of Directors where he acts as Chairman of the Audit Committee. Hervé Saint-Sauveur joined Société Générale inǾ1973: first within the Economic Research Department (1973), then Director of Financial Control (1980- 1984), Managing Director of Europe Computer Systems (1985- 1990), Operations Manager, Capital Markets Department (1990- 1994), Group CFO and Strategy Manager and Member of the Executive Committee (1995-2002), Adviser to the Chairman (2003-2006). He is a director of several companies. He is a director of several companies. He is a graduate of both the École Polytechnique and the École Nationale de la Statistique et de l’Administration Économique. Yves de Talhouët has served as a member of the Board of Directors since 31ǾJuly 2012. He has acted as Chief Executive Officer of EMEA HP since MayǾ2011. He was previously Chairman and CEO of HP France and at the same time Chairman and CEO of TSG. Prior to that, fromǾ1997 toǾ2004, he was Vice-Chairman South Europe, Middle East and Africa at Schlumberger SEMA, before two years spent at Oracle France fromǾ2004 toǾ2006 as Chairman and CEO. He was also Chairman of Devotech, a company that he created. Yves de Talhouët is a graduate of the École Polytechnique , the École Nationale Supérieure des Télécommunications as well as of the Institut des Sciences Politiques de Paris .

3

75

AXWAY - 2017 REGISTRATION DOCUMENT