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74software — Axway — Shareholder Meeting (June 2020)
32 slides from 74software's shareholder meeting presentation, Jun 3, 2020
Slide 1: Combined General Meeting
Combined General Meeting In Closed Session Wednesday, 3 June 2020 – 4.00 PM
Slide 2: Background to Axway's 2020 Combined General Meeting
Background to Axway's 2020 Combined General Meeting As this Meeting is held in closed session, without the presence of shareholders and guests: →Shareholders were able to exercise their rights and vote prior to the Meeting; →The Statutory Auditors are not present, but their opinion will be presented
Slide 3: Agenda
Agenda 1 – Combined General Meeting Agenda 2 – Board of Directors’ Reports 3 – Auditors’ Reports 4 – Questions & Answers 5 – Information on the proposed resolutions and voting results 6 – Closing of the Combined General Meeting axway.com 3
Slide 4: 1 - Agenda
1 - Agenda
Slide 5: Publication of the notices of meeting
The notices of meeting were published in the Bulletins des Annonces Légales Obligatoires of 27 April 2020 (n°51) and 15 May 2020 (n°59). 5
Slide 6: Agenda - Ordinary General Meeting
Agenda Ordinary General Meeting 1. Approval of the annual financial statements for the year ended 31 December 2019 - Approval of non-tax deductible expenses and charges. 2. Approval of the consolidated financial statements for the year ended 31 December 2019. 3. Appropriation of earnings for the yea
Slide 7: Agenda - Extraordinary General Meeting
Agenda Extraordinary General Meeting 12. Delegation of authority to the Board of Directors to issue ordinary shares granting, where applicable, access to ordinary shares or the grant of debt securities and/or securities granting access to ordinary shares, with cancellation of preferential subscripti
Slide 8: Agenda - Ordinary General Meeting
Agenda Ordinary General Meeting 19. Powers to perform legal formalities. 8
Slide 9: 2 – Board of Directors' Reports
2 – Board of Directors’ Reports
Slide 10: Board of Directors' Reports
Board of Directors’ Reports As the Meeting will be held in closed session, the Board of Directors' reports will not be read in full. The cross-reference tables appearing on pages 271 et seq. of Axway's 2019 Universal Registration Document, available for download on the Company's website, will enable
Slide 11: 3 – Auditors' Reports
axway xX i] | 3 — Auditors’ Reports
Slide 12: Auditors' Reports
Auditors’ Reports • Report on the consolidated financial statements: from page 188 of the 2019 Universal Registration Document • Report on the annual financial statements: from page 216 of the 2019 Universal Registration Document • Statutory Auditors' Special Report: from page 116 of the 2019 Univer
Slide 13: 4 - Questions & Answers
axway xX i] | 4- Questions & Answers
Slide 14: 5 - Information on the proposed resolutions and voting results
5 - Information on the proposed resolutions and voting results
Slide 15: Quorum and majority rules
Information on the proposed resolutions Quorum and majority rules Ordinary General Meeting Resolutions falling within the jurisdiction of the Ordinary General Meeting require a quorum of one-fifth of shares with voting rights and a majority of the votes of shareholders present or represented. Extrao
Slide 16: Quorum & majority
Quorum & majority SHARES • Number of shares comprising the share capital: 21,308,766 • Number of shares with voting rights: 21,253,634 • Quorum required OGM (1/5 of shares with voting rights): 4,250,727 • Quorum required EGM (1/4 of shares with voting rights): 5,313,409 VOTES CAST • Number of votes
Slide 17: Resolutions: Approval of financial statements and appropriation of earnings
Information on the proposed resolutions Ordinary General Meeting Resolutions 1 to 3 - Approval of the financial statements and appropriation of earnings • Approval of the annual financial statements for the year ended 31 December 2019, showing a profit of €14,828,877.22; • Approval of the consolidat
Slide 18: Voting results: financial statements and earnings
Information on the proposed resolutions Ordinary General Meeting Resolutions 1 to 3 - Approval of the financial statements and appropriation of earnings Voting results Adopted by Votes Cast For Votes Cast Against Abstention Resolution n°1 >99.99% 30,643,833 90 676 Resolution n°2 >99.99% 30,643,833 9
Slide 19: Resolutions: Compensation
Information on the proposed resolutions Ordinary General Meeting Resolutions 4 to 10 - Compensation • Approval of the fixed annual sum of €330,000 allocated to members of the Board of Directors for fiscal year 2019 (ex post) • Approval of the compensation policy for the Chairman of the Board of Dire
Slide 20: Voting results: Compensation
Information on the proposed resolutions Ordinary General Meeting Resolutions 4 to 10 - Compensation Voting results Adopted by Votes Cast For Votes Cast Against Abstention Resolution n°4 >99.99% 30,644,336 263 0 Resolution n°5 99.99% 30,642,869 1,640 90 Resolution n°6 94.73% 29,028,096 1,616,413 90 R
Slide 21: Resolution: Share buyback programme
Information on the proposed resolutions Ordinary General Meeting Resolution 11 – Share buyback programme • Renewal for 18 months of the authorisation for the Company to buy back its own shares at a maximum price of €47 (excluding acquisition costs) and up to a limit of 10% of the share capital on th
Slide 22: Voting results: Share buyback programme
Information on the proposed resolutions Ordinary General Meeting Resolution 11 – Share buyback programme Voting results Adopted by Votes Cast For Votes Cast Against Abstention Resolution n°11 99.97% 30,635,606 8,903 90 22
Slide 23: Resolutions: Financial delegations and authorisations
Information on the proposed resolutions Extraordinary General Meeting Resolutions 12 to 14 - Financial delegations and authorisations Subject Duration Threshold Share capital increase through the issue of €20,000,000 & Resolution n°12 ordinary shares granting access to ordinary shares 26 months €200
Slide 24: Voting results: Financial delegations and authorisations
Information on the proposed resolutions Extraordinary General Meeting Resolutions 12 to 14 – Financial delegations and authorisations Voting results Adopted by Votes Cast For Votes Cast Against Abstention Resolution n°12 94.27% 28,888,677 1,755,832 90 Resolution n°13 94.23% 28,875,677 1,768,832 90 R
Slide 25: Resolutions: Employee share-based incentive schemes
Information on the proposed resolutions Extraordinary General Meeting Resolutions 15 to 16 – Employee share-based incentive schemes • Authorization for 18 months to issue redeemable share subscription and/or purchase warrants (BSAARs) representing 1% of the Company's share capital at the date of the
Slide 26: Voting results: Employee profit-sharing
Information on the proposed resolutions Extraordinary General Meeting Resolutions 15 to 16 – Employee profit-sharing Voting results Adopted by Votes Cast For Votes Cast Against Abstention Resolution n°15 94.80% 29,049,527 1,594,982 90 Resolution n°16 97.02% 29,729,837 914,672 90 26
Slide 27: Resolutions: Amendments to the Articles of Association
Information on the proposed resolutions Extraordinary General Meeting Resolutions 17 to 18 – Amendments to the Articles of Association and text references • Approval of amendments to the Articles of Association aimed at bringing the Articles of Association into compliance with the laws and regulatio
Slide 28: Voting results: Amendments to the Articles of Association
Information on the proposed resolutions Extraordinary General Meeting Resolutions 17 to 18 – Amendments to the Articles of Association and text references Voting results Adopted by Votes Cast For Votes Cast Against Abstention Resolution n°17 98.89% 30,303,583 340,926 90 Resolution n°18 98.68% 30,241
Slide 29: Resolution: Powers for formalities
Information on the proposed resolutions Ordinary General Meeting Resolution 19 – Powers for formalities 29
Slide 30: Voting results: Powers for formalities
Information on the proposed resolutions Ordinary General Meeting Resolution 19 – Powers for formalities Voting results Adopted by Votes Cast For Votes Cast Against Abstention Resolution n°19 >99.99% 30,644,419 90 90 30
Slide 31: 6 – Closing of the Combined General Meeting
6 – Closing of the Combined General Meeting
Slide 32: Thank you
Thank you Access the Axway Investors’ website – Shareholders’ Meeting page