AXWAY_REGISTRATION_DOCUMENT_2017

Axway Profile Governance based on best practices

Audit committee

4

● Four members with in-depth knowledge of finance and of Axway’s industry ● Audits the annual and half-yearly financial statements

meetings in 2017

95 %

● Supervises the internal control and management system

Chairman of the Board of Directors

● Monitors the Statutory Auditors’ statutory audit

attendance rate

Pierre Pasquier has been Chairman of Axway’s Board of Directors since DecemberǾ2001. Co-founder of Sopra Group in 1968, he founded Axway in 2001. Sopra Group, which became Sopra Steria in 2014, is now one of Europe's leading digital transformation companies.

Selection, Ethics, and Governance Committee

4

meetings in 2017

● Makes proposals for the appointment of directors and corporate officers ● Assesses the Board of Directors and the operation of corporate governance

100 %

● Verifies the application of good governanceǾrules

attendance rate

Remuneration committee

4

meetings in 2017

● Proposes fixed and variable compensation ● Verifies the application of compensation rules

100 %

Chief Executive Officer Patrick Donovan , with over 20 years of software industry experience and 10 years with Axway Group, was appointed Chief Executive Officer on 6 April 2018. An American, who has been living in France for a number of years, played an important role in the success of Axway's 2011 spin-off/listing transaction. Since then, he has been supervising the Group's financial, legal and IT functions.

● Checks information quality

attendance rate

Work performed by the Board in 2017

In 2017, the work of the Board of Directors included the Syncplicity integration, the Legal reform of Audit, the Sapin Law on the Ethics domain and the compensation of Corporate Officers. The 6 th of April 2018, the Board of Directors of Axway Software, convened under the chairmanship of Pierre Pasquier, approved the appointment of Patrick Donovan as Group Chief Executive Officer.

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AXWAY - 2017 REGISTRATION DOCUMENT