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

Company’s Articles of Association, the Board of Directors shall appoint a Vice-Chairman of the Board of Directors, chosen from among the directors who are natural persons. The Vice-Chairman is appointed for a duration that cannot exceed his term of office as a director. His term of office may be renewed without any limitation. S/he can be dismissed at any time by the Company’s Board of Directors”. The Vice-Chairman’s role is to assist the Chairman in his missions at the latter’s request, especially in the organization and management of the Board’s work, the supervision of corporate governance and internal control procedures and representation of the Company and its Group. He may be required to assume the Chairman’s duties in the event of the latter’s incapacity, provided he is a member of the Board of Directors when said incapacity occurs. Observer In application of ArticleǾ 23 of the Company’s Articles of Association and in accordance with the recommendation issued by the Selection, Ethics and Governance Committee, it was decided to appoint a non-voting member to the Company’s Board of Directors. This appointment, ratified by the Combined General Meeting of 4ǾJune 2014 aims to strengthen good governance within the Board of Directors and assist the Board with specific and/or one-off missions. The observer attends Board of Directors’ meetings. S/he does not have the right to vote. MiddleNext Code The Company has chosen to comply with the MiddleNext Code (available on the MiddleNext site: www.middlenext.com). Compliance with the different recommendations of the Code of Corporate Governance is detailed in ChapterǾ3, under “Code of Corporate Governance”. A summary table of directors qualified as independent under the crieteria used by the Middlenext Code is included in ChapterǾ3 “Summary table of independent directors with regard to the criteria established by the Middlenext Code”. Number of meetings held during the fiscal year and attendance of members of the Board of Directors In accordance with its internal regulations, the Board of Directors is required to meet at least five times each year. An annual calendar of meetings including a provisional agenda was established by the Board and may be modified should any specific events justify a change in the agreed schedule. The Board of Directors met six times inǾ2017. The attendance rate was 95%. Meetings of the Board of Directors

The Board of Directors was regularly informed of and based its decisions on the work of the Audit Committee, that of the Selection, Ethics and Governance Committee, and that of the Remuneration Committee.

Issues discussed The main issues discussed inǾ2017 included the following:

● strategy and business plan;

● both internal and external growth plans of the Company and the Axway Group;

● quarterly performance;

● the 2017 budget and major guidelines;

● approval of the financial statements for the year ended 31ǾDecember 2016; ● approval of the interim financial statements for the first half ofǾ2017; ● approval of financial information and forward-looking information documents; ● operating procedures of the Board of Directors, its internal regulations and its charter;

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● compensation paid to corporate officers.

Access to information by members ofbthebBoard of Directors

Dissemination of information – Preparatory materials Article 4 of the internal regulations states that: ● each member of the Board shall receive any information required for the performance of his or her duty and can request any documents he or she deems pertinent; ● in advance of each meeting of the Board, a set of preparatory materials shall be addressed to members presenting the items on the agenda requiring special analysis and prior reflection, provided that confidentiality guidelines allow for communication of this information; ● the members of the Board shall also receive, in the intervals between meetings, all pertinent and critical information concerning significant events or operations for the Company. This information shall include copies of all press releases disseminated by the Company. Training ArticleǾ5 of the internal regulations states that “any member of the Board may, on the occasion of his or her appointment or at any point during his or her term in office, engage in training sessions that he or she feels are required for the performance of his or her duties”. There were no requests for training from the directors in the year ended 31ǾDecember 2017.

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AXWAY - 2017 REGISTRATION DOCUMENT