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

IV Report on the activities of the Executive Management

We recall that the Company's Board of Directors, meeting on 6 April 2018, decided to appoint Mr Patrick Donovan as the Company's Chief Executive Officer to replace Mr Jean-Marc Lazzari. A. Compensation payable to Mr Jean-Marc Lazzari as Chief Executive Officer On 6 June 2017, the General Meeting approved the compensation principles and criteria applicable to Mr Jean-Marc Lazzari for the fiscal year ended 31 December 2017 and set out below: The Company's Chief Executive Officer receives (i) fixed annual compensation of US$625,500 gross, (ii) variable compensation, capped at 100 % of his fixed compensation and broken down as follows: (ii a) 40 % of the total maximum amount of this sum, i.e. US$250,000, will be linked to organic growth in license and cloud revenue, and (ii b) 40 % of the total maximum amount of this sum, i.e. US$250,000, will be linked to the profit (loss) from operations, and (ii c ) 20 % of the total maximum amount of this sum, i.e. US$125,000, will be linked to qualitative non-financial criteria. The exact criteria are not disclosed for confidentiality reasons. In addition, the Chief Executive Officer, an expatriate in the USA, will receive, as consideration for this situation, benefits in kind amounting to US$224,000 a year, as well as an additional amount linked to the excess tax burden, adjusted to reflect tax changes. The interests of the shareholders were also aligned with those of the Chief Executive Officer. He is the recipient of a performance- based share plan detailed in this section. Finally, the Chief Executive Officer is liable to receive a severance payment amounting to US$500,000. Payment of this amount is subject to his achieving certain performance criteria and is also

compliant with the Middlenext recommendations. Accordingly, no severance payment will be made if the Chief Executive Officer voluntarily leaves his post to take up other duties within the Group or within the Sopra Steria group. Furthermore, the amount of severance payment is lower than the amount of the Chief Executive Officer's fixed annual compensation. After taking into account his level of achievement of the targets set, Mr Jean-Marc Lazzari's variable compensation for FY 2017 was set at 0 euros. As a reminder, any payment of variable compensation is subject to a favorable vote by the General Meeting on 6 June 2018. At its meeting on 14 February 2018, the Board of Directors decided not to change Mr Jean-Marc Lazzari's compensation for FY 2018. B. Compensation payable to Mr Patrick Donovan as Chief Executive Officer for FY 2018 It is proposed for FY2018 topayMr PatrickDonovan compensation broken down as follows: (a) gross fixed compensation amounting to (a - i) US$180,000 for the period from 6 April 2018 until 30 June 2018 inclusive, and (ii) a gross amount of US$210,000 for the period from 1 July to 31 December 2018, and (b) variable compensation capped at (b – i ) US$77,000 for the period from 1 January to 30 June 2018 and (b - ii) a maximum of US$168,000 for the period from 1 July to 31 December 2018. Payment of the variable compensation is subject to both (60%) quantitative and (40%) qualitative criteria being satisfied. These criteria are not published owing to the confidentiality that is attached to them.

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V Additional details

Any payment of any item of compensation to senior executives and company officers is tied to approval of such items by the General Meeting.

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AXWAY - 2017 REGISTRATION DOCUMENT