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

of Directors and the General Shareholders’ Meeting for approval prior to being signed. To the best of the Company’s knowledge, these relationships are not liable to constitute conflicts of interest. It should also be noted that: ● Axway’s Board of Directors includes seven (7) independent directors, appointed at a meeting held on 22ǾFebruary 2017, in accordance with Recommendation No.Ǿ3 of the Middlenext Code of Corporate Governance; ● the directors are bound by the obligation to protect the interests of the Company and comply with the rules set out

in the charter and the internal regulations of the Board of Directors and any other rules contributing to good governance as defined in the Middlenext Code of Corporate Governance (Code of Ethics for Board members). Moreover, the internal regulations of the Board of Directors stipulate in ArticleǾ13 “Conflicts of Interest” that: “Any member of the Board of Directors finding himself in a situation of conflict of interest or potential conflict of interest, due to the offices they hold with another company, may not take part in the vote on the corresponding matter. The Chairman may ask the Board member to refrain from taking part in related discussions ; ● the Company decided to separate the offices of Chairman and CEO during its meeting of 22ǾJune 2015.

Indemnities or benefits due or likely to become due on the termination of service or change ofbfunctions

Indemnities relating tobabnon-competition clause

Supplementary pensionbplan

Employment contract

Executive officers

Yes

No

Yes

No

Yes

No

Yes

No

3

Pierre PASQUIER Chairman Start of term of office: Board of Directors’ meeting ofb19bMayb2009 End of term of office:

General Meeting convened to approve the financial statements for the year ended 31 December 2018 Jean-Marc LAZZARI Chief Executive Officer Start of term of office: 22 June 2015 Whose term of office ended onb6bAprilb2018 Patrick DONOVAN Chief Executive Officer Start of term of office: 6 April 2018

X

X

X

X

X

X

X (1)

X

X X (1) In accordance with Article L. 225-42-1 of the French Commercial Code and pursuant to the recommendations of its Remuneration Committee, the Board of Directors, at its meeting of 21 October 2015, authorized the principle of severance payments for involuntary departure, to the benefit of the Chairman and Chief Executive Officer, Jean-Marc Lazzari. These severance payments in the event of the termination of service are only due in the case of forced departure of the Chief Executive Officer from the Company. No severance payments shall be due if (i) the Chief Executive Officer leaves his position at his own initiative, or (ii) in the case of gross negligence or serious misconduct, or (iii) in the case of a wrongful act which is unrelated to his position, or (iv) in the case of the departure of the Chief Executive Officer within the Sopra Steria Group. The maximum amount of severance payments that may be paid is $500,000. This amount is consistent with Middlenext Code Recommendation No. 16. It represents less than two (2) years of compensation (fixed and variable). Such amount will be calculated according to the criteria set out below. In the event of dismissal during the 2015 fiscal year, 50% of the amount of the severance pay will be due if Axway Software’s yearly organic growth with respect to such fiscal year is positive (at constant scope), and 50% of the remaining severance pay will be due if the strategic plan is considered as having been implemented by the Board of Directors. The commitment made by the Board of Directors will be put to vote at the next General Meeting for regulated agreements, in accordance with Article L. 225-42-1 of the French Commercial Code. It shall take effect as from such date, and shall be noted in the Statutory Auditors’ special report. X X

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AXWAY - 2017 REGISTRATION DOCUMENT