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

3.1.7 Committees An Audit Committee was created by resolution of the Board of Directors held on 9ǾMay 2011, renewed inǾ2015, which also decided, with immediate effect, on its composition, its operating procedures and its powers. Its members are:

Pascal Imbert;

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Hervé Déchelette.

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● Pierre Yves Commanay. The procedures of the Selection, Ethics and Governance Committee are described in ChapterǾ3, SectionǾ4.1.5. A Remuneration Committee was created by resolution of the Board of Directors held on 22ǾMay 2012, which also decided, following the renewal of the terms of the directors duringǾ2015, on its composition, its operating procedures and its powers, with immediate effect. Its members are:

● Hervé Saint-Sauveur (Chairman); ● Véronique de la Bachelerie;

Hervé Déchelette;

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● Michael Gollner. The procedures of the Audit Committee are described in ChapterǾ3, SectionǾ4.1.5. A Selection, Ethics and Governance Committee was created by a resolution of the Board of Directors on 22ǾMay 2012, which also decided, following the renewal of the directors duringǾ2015, on its composition, its operating procedures and its powers, with immediate effect. Its members are:

● Pascal Imbert (Chairman); ● Pierre-Yves Commanay; ● Kathleen Clark Bracco;

Hervé Déchelette;

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● Yves de Talhouët. The procedures of the Remuneration Committee are described in ChapterǾ3, SectionǾ4.1.5.

Pierre Pasquier;

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● Kathleen Clark Bracco (Chairman);

3.1.8 Compensation paid to corporate officers The amount of compensation allocated to company officers is reviewed on a yearly basis. The policy of reviewing compensation on an annual basis affords a greater understanding of the challenges faced by an industry sector that is undergoing constant change and is characterized by its extremely high level of seasonality.

In accordance with Middlenext Code Recommendation No.Ǿ10, ArticleǾ9 of the internal regulations of Axway Software’s Board of Directors stipulates that: “Half of the total directors’ fees are distributed equally between the members of the Board of Directors. The other half of the total directors’ fees is distributed, at the end of the year, in proportion to the number of meetings of the Board of Directors or, where applicable, of each committee in which each member of the Board took part.”

The Company’s Combined General Meeting of 6ǾJune 2017 allocated directors’ fees in the amount of €302,000 for the fiscal year ended 31ǾDecember 2017 as part of its Resolution No.Ǿ8.

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AXWAY - 2017 REGISTRATION DOCUMENT

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