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74software — Axway — Shareholder Meeting (June 2016)
66 slides from 74software's shareholder meeting presentation, Jun 21, 2016
Slide 1: Axway Combined Shareholders' Meeting
Axway Combined Shareholders’ Meeting 21 June 2016 Welcome 1
Slide 2: Axway Combined Shareholders' Meeting, 21 June 2016
Axway Combined Shareholders’ Meeting Tuesday 21 June 2016 14.30 Hôtel Le Meurice – Paris
Slide 3: Forward-looking statements
This presentation contains forecasts in respect of which there are risks and uncertainties concerning Axway future growth and profitability. The company highlights the fact that the execution of license agreements, which often represent investments for clients, are more significant in the second hal
Slide 4: Agenda
• Agenda • Report of the Board of Directors • Reports of the Statutory Auditors • Information on the resolutions proposed • Discussion • Voting on resolutions • Close 4
Slide 5: Ordinary General Meeting resolutions
• Ordinary General Meeting – (R1) Approval of the parent company financial statements. – (R2) Granting of discharge to the members of the Board of Directors – (R3) Approval of the consolidated financial statements. – (R4) Appropriation of earnings. – (R5) Approval of the commitments made for the ben
Slide 6: Extraordinary General Meeting
• Extraordinary General Meeting – (R10) Authorisation given to the Board of Directors to proceed, to the benefit of employees and corporate officers of the Company or of its Group, with the issue of redeemable warrants for the subscription and/or acquisition of shares (BSAAR), without a preferential
Slide 7: Ordinary General Meeting
• Ordinary General Meeting – (R13) Appointment of a new director. – (R14) Appointment of a new director. – (R15) Powers to perform legal formalities. 7
Slide 8: 40% of shareholders have adopted e-notice
• 40% of the Shareholders have adopted the e-notice www.investors.axway.com/en 8
Slide 9: Agenda
• Agenda • Report of the Board of Directors • Reports of the Statutory Auditors • Information on the resolutions proposed • Discussion • Voting on resolutions • Close 9
Slide 10: Enabling the digital business of our customers
« Enabling the digital business of our customers by connecting people, processes, and things while governing data flows throughout their ecosystem.» 10
Slide 11: At least 28% of revenues from digital business
LARGE ENTERPRISES EXPECT AT LEAST 28% OF REVENUES WILL COME FROM DIGITAL BUSINESS THE NEXT THREE YEARS Source: Accenture – “Harnessing the Power of Entrepreneurs to 11 Open Innovation,” 2015; n=2,000
Slide 12: Digital strategy and installed base
The installed base 74% of today’s business executives say they have a digital strategy… “…only 19% of executives believe their 8,100 customers firms have the right technology to 74% properly execute on the digital strategy.”1 1”The State of Digital Business 2014, Forrester Research, Inc., May 7, 201
Slide 13: Business model evolution and priorities
• Business Model Evolution • Offer Enrichment in Digital • Prioritization and optimization of organizations • Sales focus on priority zones • R&D rationalization • Product Management • Marketing and Corporate image/communication ..While ensuring satisfactory financial performance 13
Slide 14: Digital Business Enablement
DIGITAL BUSINESS ENABLEMENT 14
Slide 15: FY2015 highlights
Revenue up 8.8% to €284.6 million Profit on operating activities of €44.5 million, or 15.6% of revenue Solid cash at €45M thanks to maintenance activity and a good WCR 15
Slide 16: Revenue and profit on operating activities
In millions of euros FY 2015 FY 2014 FY 2013 Revenue : Licenses 80.5* 79.6 75.6 Maintenance 137.7 120.5 106.3 Total Product Revenue 218.2 200.1 181.9 Services 66.4 61.5 55.6 Total Revenue : 284.6 261.6 237.5 Costs of sales: Product Revenue 23.2 21.9 20.7 Services 63.2 57.0 51.4 Total Costs of sales
Slide 17: From operating profit to net profit
In millions of euros FY 2015 FY 2014 FY 2013 Profit on operating activities 44.5 39.7 37.5 as a % of Revenue 15.6% 15.2% 15.8% Stock option related expenses 0.6) (0.8) (1.4) Amortization of intangible assets (6.0) (5.3) (3.7) Profit from recurring operations 37.9 33.6 32.4 as a % of Revenue 13.3% 12
Slide 18: Regions, activities and team
REGIONS ACTIVITIES TEAM France Rest of Europe Services Licenses of which Cloud 33% 23% 23% 28% 5% 39% 49% France 680 Asia/Pacific Americas International 1,204 Maintenance Total 1,884 18
Slide 19: Digital Business Enablement ecosystem
Billing Big Data Identity API Community Social Media & Marketplace & Analytics Management Management Management & Collaboration Payments & eCommerce Design, adopt & monetize new digital experiences mobile Digital cloud things Business DIGITAL BUSINESS Enablement ECOSYSTEM businesses customers develo
Slide 20: R&D investment, sales focus, marketing
R&D key Investment Sales focus transformation Early 2016 Other France 14% USA BNL 39% 18% Engagement 44% Rest of the MFT/B2B World 42% 42,51% Marketing campaigns An acquisition aligned with the strategy
Slide 21: Agenda
• Agenda • Report of the Board of Directors • Reports of the Statutory Auditors • Information on the resolutions proposed • Discussion • Voting on resolutions • Close 21
Slide 22: Statutory auditors' reports
• Report of the Statutory Auditors on the separate and consolidated financial statements • Special report of the Statutory Auditors on regulated agreements and commitments • Report of the Statutory Auditors on the Chairman of the Board's report on corporate governance and internal control 22
Slide 23: Agenda
• Agenda • Report of the Board of Directors • Reports of the Statutory Auditors • Information on the resolutions proposed • Discussion • Voting on resolutions • Close 23
Slide 24: Resolutions for the Ordinary General Meeting
Resolutions presented for the approval of the Ordinary General Meeting
Slide 25: Resolutions 1 to 4 (1/2)
• R No. 1 to No. 4: (1/2) – Approval of the annual financial statements for the fiscal year ended 31 December 2015 showing a profit of €9 321 571,52 and the transactions reflected in these financial statements or summarised in these reports; – Full discharge to the members of the Board, without rese
Slide 26: Resolutions 1 to 4 (2/2)
• R No. 1 to No. 4: (2/2) – Approval of the consolidated financial statements for the fiscal year ended 31 December 2014, showing consolidated net profit - attributable to the Group - of €27 855 864 and the transactions reflected in these financial statements or summarized in these reports; – Approp
Slide 27: Resolutions 5 to 7 (1/3)
• R No. 5 to No. 7: (1/3) – Approval of the commitments made in favour of Mr Christophe Fabre: • Agreement signed after the termination of these functions in the Company but subject to the procedures applicable to regulated agreements in order to comply with good governance and transparency practice
Slide 28: Resolutions 5 to 7 (2/3)
• R No. 5 to No. 7 (2/3) – Approval of termination benefits authorized by the Board of Directors in favor of Mr. Jean-Marc Lazzari • The amount of termination benefits complies on all points with recommendation no. 3 of the MiddleNext Code, which indicates that the total amount of indemnities alloca
Slide 29: Resolutions 5 to 7 (3/3)
• R No. 5 to No. 7 (3/3) – Approval of the conclusion of the Statutory Auditors’ special report on regulated agreements; 29 f
Slide 30: Resolution 8 – Directors' fees
• R No. 8 – Setting of the amount of the director’s fees for the financial year ended 31 December 2016 – We propose to you that the amount of the directors’ fees be set at €262,500, to be distributed between the members of the Board of Directors for the current year. We also inform you that the amou
Slide 31: Resolution 9 – Share buyback authorisation
• R No. 9 – Authorisation with a view to the buyback by the Company of its own shares – Duration: 18 months – Maximum share buyback price: €37 excluding acquisition costs – Ceiling of detention and accumulated repurchase: 10% of the number of shares which make up the share capital of the Company at
Slide 32: Resolutions for the Extraordinary General Meeting
Resolutions presented for the approval of the Extraordinary General Meeting
Slide 33: Resolution 10 – BSAAR warrants (1/3)
• R No. 10 – Authorisation given to the Board of Directors to proceed, to the benefit of employees and corporate officers of the Company or of its Group, with the issue of redeemable warrants for the subscription and/or acquisition of shares (BSAAR), without a preferential right of subscription (1/3
Slide 34: Resolution 10 – BSAAR warrants (2/3)
• R No. 10 – Authorisation given to the Board of Directors to proceed, to the benefit of employees and corporate officers of the Company or of its Group, with the issue of redeemable warrants for the subscription and/or acquisition of shares (BSAAR), without a preferential right of subscription (2/3
Slide 35: Resolution 10 – BSAAR warrants (3/3)
• R No. 10 – Authorisation given to the Board of Directors to proceed, to the benefit of employees and corporate officers of the Company or of its Group, with the issue of redeemable warrants for the subscription and/or acquisition of shares (BSAAR), without a preferential right of subscription (3/3
Slide 36: Resolution 11 – Free shares (1/3)
• R No. 11 – Authorisation granted to the Board of Directors for the purposes of proceeding with the award of free shares, either existing or to be issued, to the benefit of members of paid personnel or to eligible corporate officers of the Axway Group (1/3): – Duration: 38 months; – Stock options f
Slide 37: Resolution 11 – Free shares (2/3)
• R No.11 – Authorisation granted to the Board of Directors for the purposes of proceeding with the award of free shares, either existing or to be issued, to the benefit of members of paid personnel or to eligible corporate officers of the Axway Group (2/3): – Corresponding elimination of shareholde
Slide 38: Resolution 11 – Free shares (3/3)
• R No. 11 – Authorisation granted to the Board of Directors for the purposes of proceeding with the award of free shares, either existing or to be issued, to the benefit of members of paid personnel or to eligible corporate officers of the Axway Group (3/3): – The Board of Directors shall determine
Slide 39: Resolution 12 – Modification of Articles of Association
• Résolution No. 12 - Modification of the Articles of Association – It is proposed to modify Article 14 of the Company's Articles of Association to amend the appointment of directors for a period of less than four (4) years in order to align their terms of office with those of the other directors an
Slide 40: Resolutions for the Ordinary General Meeting
Resolutions presented for the approval of the Ordinary General Meeting
Slide 41: Resolution 13 – Appointment of Emma Fernández
• R No. 13 – Appointment of Mrs Emma Fernández as director Biography: Emma Fernández has significant experience as a senior executive in the technology field and particularly in ICT, security and defense, transport and traffic. She has occupied various positions during the past 25 years with Indra,
Slide 42: Resolution 14 – Appointment of Helen Louise Heslop
• R N°14 – Appointment of Mrs Helen Louise Heslop as director Biography: Helen Louise Heslop manages her consulting services business in France. Within this framework, she supplies consulting services to business and the transformation of media for small and medium-sized companies. Moreover, she ass
Slide 43: Resolution 15 – Power to perform legal formalities
• R No. 15 – Power to perform legal formalities 43
Slide 44: Agenda
• Agenda • Report of the Board of Directors • Reports of the Statutory Auditors • Information on the resolutions proposed • Discussion • Voting on resolutions • Close 44
Slide 45: Discussion
Discussion
Slide 46: Quorum and majority requirements
• Ordinary Shareholder’s Meeting: – Quorum: 1/5 of the shares with voting rights – Majority: simple majority of the votes of the shareholders present or represented – Resolutions No. 1 to 9 (including) and No.13 to 15 (including) • Extraordinary Shareholder’s Meeting: – Quorum: ¼ of the shares with
Slide 47: Voting handset instructions
1. The handset will only work if your smartcard is inserted correctly 2. Press the key corresponding to your voting preference: 1 = For 2 = Against 3 = Abstention Message at the bottom of the handset screen: "Vote acknowledged": your vote has been taken into account "Vote registered": voting h
Slide 48: Resolutions for the Ordinary General Meeting
Resolutions presented for the approval of the Ordinary General Meeting
Slide 49: Approval of parent company financial statements
• Approval of the parent company financial statements. 49
Slide 50: Discharge to members of the Board
• Granting of discharge to the members of the Board of Directors. 50
Slide 51: Approval of consolidated financial statements
• Approval of the consolidated financial statements. 51
Slide 52: Appropriation of earnings
• Appropriation of earnings. 52
Slide 53: Commitments for Christophe Fabre
• Approval of the commitments made for the benefit of Mr Christophe Fabre in implementation of the provisions of Article L. 225-42-1 of the French Commercial Code. 53
Slide 54: Commitments for Jean-Marc Lazzari
• Approval of the commitments made for the benefit of Mr Jean-Marc Lazzari in implementation of the provisions of Article L. 225-42-1 of the French Commercial Code. 54
Slide 55: Special report on regulated agreements
• Approval of the conclusions of the special report of the Statutory Auditors on regulated agreements and commitments. 55
Slide 56: Setting of directors' fees
• Setting of the amount of the directors’ fees for the financial year ended 31 December 2016 56
Slide 57: Share buyback authorisation
• Authorisation to be given to the Board of Directors to buy back shares in the Company in implementation of Articles L. 225-209 et seq. of the French Commercial Code. 57
Slide 58: Resolutions for the Extraordinary General Meeting
Resolutions presented for the approval of the Extraordinary General Meeting
Slide 59: Issue of redeemable warrants (BSAAR)
• Authorisation given to the Board of Directors to proceed, to the benefit of employees and corporate officers of the Company or of its Group, with the issue of redeemable warrants for the subscription and/or acquisition of shares (BSAAR), without a preferential shareholder right of subscription. 59
Slide 60: Award of free shares
• Authorisation granted to the Board of Directors to proceed with the awarding of free shares, whether existing or to be issued, to the benefit of qualifying Axway Group corporate officers or employees. 60
Slide 61: Modifications to the Articles of Association
• Modifications to the Articles of Association. 61
Slide 62: Resolutions for the Ordinary General Meeting
Resolutions presented for the approval of the Ordinary General Meeting
Slide 63: Appointment of a new director
• Appointment of a new director. 63
Slide 64: Appointment of a new director
• Appointment of a new director. 64
Slide 65: Powers to perform legal formalities
• Powers to perform legal formalities. 65
Slide 66: Close of the Combined Shareholders' Meeting
Close of the Combined Shareholder's Meeting Tuesday 21 June 2016