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

Report of the Board of Directors on corporate governance and internal control

3.4 Report of the Board of Directors on corporate governance and internal control

ended 31ǾDecember 2017. It is presented to you as a supplement to the management report contained in the Registration Document. This report was prepared in accordance with ArticleǾL.Ǿ225-37 of the French Commercial Code and the recommendations and guides for SMEs (VaMPs) published by the Autorité des marchés financiers (AMF).

Dear shareholders, The purpose of this report is to inform you of the composition of the Board of Directors of Axway SoftwareǾSA, of the application of the principle of balanced gender representation within its members, of the manner in which its work is prepared and organized, and of the internal control and risk management procedures implemented by the Group during the fiscal year

3.4.1 Information required pursuant to ArticlebL.b225-37 ofbthebFrench Commercial Code

The list of all offices and duties held by the corporate officers is available in ChapterǾ3 SectionǾ3.1 (“Administrative Bodies and Executive Management”). The only agreement signed between the Company and one of its officers, specifically its Chief Executive Officer, concerns severance payments. The terms and conditions of this agreement are set forth in ChapterǾ3 pointǾ3.3 “Regulated agreements” in the Registration Document. The table summarizing the delegations of authority still valid is included in ChapterǾ6 pointǾ6.5 “Issuance authorizations given to the Axway Board of Directors − Delegations granted by General Meetings”.

The Company decided to separate the functions of Chairman and Chief Executive Officer. The report presenting the draft resolutions submitted for shareholders’ approval of the principles and criteria to determine senior executive compensation, as well as all compensation paid to each corporate officer, are detailed in ChapterǾ3 SectionǾ3.1 (“Administrative Bodies and Executive Management”) of this Registration Document. Information on matters that could have an impact in the event of a public offering are set forth in ChapterǾ6 SectionǾ6.11 (“Information on takeover bids”).

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3.4.2 Manner in which the work of the Board of Directors wasbprepared and organized Composition of the Board of Directors andbcompensation of its members

Legal provisions The Board of Directors’ working procedures are governed by ArticlesǾL.Ǿ225-17 et seq. of the French Commercial Code. The principal mission of the Board of Directors is to determine the strategic directions to be followed by the Company and to oversee their implementation.

The composition and compensation of the members of the Board of Directors is presented in ChapterǾ3, SectionǾ3.1 of this Registration Document. The Board of Directors currently comprises four women, pursuant to the principle of the balanced gender representation (law No.Ǿ2011-103 of 27ǾJanuary 2011). The Board shall strive to enhance such balanced representation in its composition when any changes are made to its structure in the future. Regulatory framework governing thebBoard of Directors, its organization andbitsbworking procedures The organization and working procedure of the Board of Directors are governed by law, the Company’s Articles of Association, internal regulations, and a charter.

Provisions included in the Articles ofbAssociation

The rules governing the organization and procedures of the Board of Directors are set forth in Articles 14 to 21 of the Articles of Association included in ChapterǾ7 of this Registration Document: Legal and administrative information. The Articles of Association currently incorporate the recommendations of the MiddleNext Code of Corporate Governance on the term of office of directors, which is set at four (4) years.

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AXWAY - 2017 REGISTRATION DOCUMENT