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74software — Axway — Shareholder Meeting (June 2017)
80 slides from 74software's shareholder meeting presentation, Jun 6, 2017
Slide 1: Welcome to the Axway 2017 General Shareholders' Meeting
Welcome to the Axway 2017 General Shareholders’ Meeting Tuesday 6 June 2017 Hôtel Le Meurice, Paris
Slide 2: Forward-looking statements
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 si
Slide 3: Contents
Contents • Agenda • Report of the Board of Directors • Reports of the Statutory Auditors • Information on the resolutions proposed • Discussion • Voting on resolutions • Close © 2017 Axway | CONFIDENTIAL 2
Slide 4: Agenda 1/5
Agenda 1/5 Ordinary General Meeting R1 Approval of the company annual financial statements and of the non-tax deductible expenses and charges. R2 Discharge of members. R3 Approval of the consolidated financial statements. R4 Appropriation of earnings. R5 Renewal of Michael Gollner’s term o
Slide 5: Agenda 2/5
Agenda 2/5 Ordinary General Meeting R9 Approval of the principles and criteria for the determination, distribution and allocation of the components comprising the total compensation of Mister Pierre Pasquier as Chairman of the Board of the Company for the year ending 31 December 2017. R10 Approv
Slide 6: Agenda 3/5
Agenda 3/5 Extraordinary General Meeting • R12 Authorization granted to the Board of Directors to cancel the shares acquired by the Company through the share buyback program; related reduction in the share capital; powers conferred on the Board of Directors. • R 13 Delegation of authority granted to
Slide 7: Agenda 4/5
Agenda 4/5 Extraordinary General Meeting • R 17 Authorization granted to the Board of Directors to increase the size of the initial issue in the event of the issuance of ordinary shares or securities giving access to ordinary shares, with maintenance or with cancellation of preferential subscription
Slide 8: Agenda 5/5
Agenda 5/5 Extraordinary General Meeting • R20 Overall limit of the share capital issue authorizations with remaining or with cancellation of preferential subscription rights. • R21 Authorization given to the Board of Directors to proceed, in favor of employees and company officers of the Company or
Slide 9: Contents
Contents • Agenda • Report of the Board of Directors • Reports of the Statutory Auditors • Information on the resolutions proposed • Discussion • Voting on resolutions • Close © 2017 Axway | CONFIDENTIAL 8
Slide 10: Highlights 2016
Highlights 2016 #axway • Transition year • Continued transformation: PM, R&D… • Appcelerator Integration • New branding “imagination takes shape” • Moving people Paris, Sydney, Singapore… • AMPLIFY platform innovation 9
Slide 11: Axway announces the acquisition of Syncplicity
• Axway announces the acquisition of Syncplicity • Leader in secure collaboration and file sharing (EFSS) 10
Slide 12: Key figures 2016
Key figures 2016 Total growth +5.8% 2015 2016 Published Revenue 301.1 284.6 Profit from operations 50.8 44.5 (% revenue) 16.9% 15.6% Net Profit 31.5 27.9 (% revenue) 10.5% 9.8% (1) At constant exchange rates and on a like-for-like basis 11
Slide 13: Revenue by activity 2016
Revenue by activity 2016 2015 2015 Organic [€M] 2016 Published Restated Growth1 Licenses 81.3 80.5 79.9 1.8% Maintenance 143.0 137.7 136.6 4.7% Services 76.8 66.4 72.0 6.7% Axway 301.1 284.6 288.5 4.4% (1) At constant exchange rates and on a like-for-like basis 12
Slide 14: Revenue by region 2016
Revenue by region 2016 2015 2015 Organic [€M] 2016 Published Restated Growth1 France 94.2 95.2 94.8 -0.6% Rest of Europe 68.8 65.7 64.0 7.4% Americas 122.9 109.7 115.9 6.0% Asia Pacific 15.3 13.9 13.8 10.7 Axway 301.1 284.6 288.5 4.4% (1) At constant exchange rates and on a like-for-like basis 13
Slide 15: Balanced and resilient business model
Balanced and resilient business model By Region By Activity Product Software 80.84%/R +6.8%growth 31% 23% 26% 27% France Rest of Europe Services Licenses Of which Cloud +26.6% Growth 5% 41% 47% Asia Pacific Americas Maintenance Recurring 53.8%/R +9.9%growth Software 33.34%/R +11.2% growth 14
Slide 16: Headcount at end of December 2016
Headcount at end of December 2016 1,930 607 (1,884 Dec. 2015) 504 15
Slide 17: Axway Offer – a catalyst for digital transformation
Axway Offer – a catalyst for digital transformation Employees, partners, suppliers and developers collaborate in a customer experience network to transform disparate data and services into connected, personalized, seamless digital experiences 16
Slide 18: Example of Farming Customer Experience Network (CXN)
Example of Farming Customer Experience Network (CXN) 1717
Slide 19: The Digital Farmer, 2017
The Digital Farmer, 2017 #AxwayImagine 18
Slide 20: Platform Architecture Evolution
Platform Architecture Evolution Axway 5 Suite Axway AMPLIFY Point products, disointed Axway Integrated solutions, user experience Plateforme Coherent user experience Amplify Solutions Product “C” Platform UX Product “A” Platform “C” Platform “A” Platform Pre-built Services Cloud Marketplace Product
Slide 21: Axway business plan ambition & strategy
Axway business plan ambition & strategy • Preserve margins before acquisition while investing in innovation • Keep our historic leadership in France, while focusing on Digital • Target 20% growth in software revenue in the USA • Achieve average annual growth of 30% Digital revenue • Active M&A plan
Slide 22: Contents
Contents • Agenda • Report of the Board of Directors • Reports of the Statutory Auditors • Information on the resolutions proposed • Discussion • Voting on resolutions • Close © 2017 Axway | CONFIDENTIAL 21
Slide 23: Statutory Auditors' report
Statutory Auditors’ report • Statutory Auditors' report on the consolidated financial statements and the annual financial statements • Statutory Auditors’ special report on regulated agreements and commitments • Other Statutory Auditors’ reports © 2017 Axway | CONFIDENTIAL 22
Slide 24: Contents
Contents • Agenda • Report of the Board of Directors • Reports of the Statutory Auditors • Information on the resolutions proposed • Discussion • Voting on resolutions • Close © 2017 Axway | CONFIDENTIAL 23
Slide 25: Quorum and information on the proposed resolutions
Quorum and information on the proposed resolutions The resolutions are available on the 2016 Registration Document pages 221 and following pages • Ordinary General Meeting • Resolutions falling within the remit of the Ordinary General Meeting require a quorum of one-fifth of shares with voting right
Slide 26: Resolutions presented for the approval of the Ordinary General Meeting
Resolutions presented for the approval of the Ordinary General Meeting
Slide 27: Information on the proposed OGM resolutions
Information on the proposed OGM resolutions • Resolutions 1 & 3: Approval of the annual financial statements • Consolidated and annual company financial statements for the fiscal year ended 31 December 2016. • Approval of the annual financial statements for the fiscal year ended 31 December 2016 sho
Slide 28: Information on the proposed OGM resolutions
Information on the proposed OGM resolutions • Resolution 2: Discharge of members of the Board of Directors • Full and unconditional discharge of the members of the Board of Directors from their duties for the fiscal year ended 31 December 2016. • Resolution 4: Appropriation of earnings • Distributio
Slide 29: Information on the proposed OGM resolutions
Information on the proposed OGM resolutions • Resolution 5: • Renewal of Michael Gollner’s term of office as a director for a period of four (4) years, which will expire at the end of the General Meeting called to approve the financial statements for the fiscal year ending 31 December 2020. • Michae
Slide 30: Information on the proposed OGM resolutions
Information on the proposed OGM resolutions • Resolution 6: • Appointment of Nicole-Claude Duplessix as director, for a period of four (4) years, which will expire at the end of the General Meeting called to approve the financial statements for the fiscal year ending 31 December 2020. • She has very
Slide 31: Information on the proposed OGM resolutions
Information on the proposed OGM resolutions • Resolution 7: • Approval of the conclusions of the Statutory Auditors’ special report on related-party agreements and commitments. • No new regulated agreements were signed during the fiscal year ended on 31 December 2016. • The conclusions of the Statut
Slide 32: Information on the proposed OGM resolutions
Information on the proposed OGM resolutions • Resolution 8: • Determination of the directors’ fees to be allocated to members of the Board of Directors for the 2017 fiscal year, i.e. €302,000. • €302,000 to be distributed among the members of the Board of Directors based on their attendance at meeti
Slide 33: Information on the proposed OGM resolutions
Information on the proposed OGM resolutions • Resolution 9: • Approval of the principles and criteria for the determination, distribution and allocation of the components comprising the total compensation of Mister Pierre Pasquier as Chairman of the Board of the Company for the year ending 31 Decemb
Slide 34: Information on the proposed OGM resolutions
Information on the proposed OGM resolutions • Resolution 10 (1/3): • Approval of the principles and criteria for the determination, distribution and allocation of the components comprising the total compensation of Mister Jean-Marc Lazzari as Chief Executive Officer of the Company for the year endin
Slide 35: Information on the proposed OGM resolutions
Information on the proposed OGM resolutions • Resolution 10 (2/3): • Approval of the principles and criteria for the determination, distribution and allocation of the components comprising the total compensation of Mister Jean-Marc Lazzari as Chief Executive Officer of the Company for the year endin
Slide 36: Information on the proposed OGM resolutions
Information on the proposed OGM resolutions • Resolution 10 (3/3): • Approval of the principles and criteria for the determination, distribution and allocation of the components comprising the total compensation of Mister Jean-Marc Lazzari as Chief Executive Officer of the Company for the year endin
Slide 37: Information on the proposed OGM resolutions
Information on the proposed OGM resolutions • Resolution 11: • Authorization to be granted to the Board of Directors to buy back shares in the Company. • Period of validity: 18 months. • Maximum purchase price: €47 excl. acquisition costs. • Combined holding and buyback limit: 10% of shares in the s
Slide 38: Resolutions presented for the approval of the Extraordinary General Meeting
Resolutions presented for the approval of the Extraordinary General Meeting
Slide 39: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • Resolution 12: • Authorization granted to the Board of Directors to cancel the shares acquired by the Company in the context of the share buyback program; corresponding reduction in the share capital; powers conferred on the Board of Directors. • Period:
Slide 40: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • Resolution 13: • Delegation of authority granted to the Board of Directors to increase the share capital through the capitalization of reserves, profits, share premiums or other items. • Period: 26 months. • Amount: • The maximum nominal amount is not to
Slide 41: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • Resolution 14: • Delegation of authority granted to the Board of Directors to increase the share capital by issuing ordinary shares and/or securities giving access to ordinary shares with remaining preferential subscription rights and/or securities givin
Slide 42: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • Resolutions 15 & 16: • Delegations of authority granted to the Board of Directors to increase the share capital by issuing ordinary shares and/or securities giving access to ordinary shares, with cancellation of preferential subscription rights, and/or s
Slide 43: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • Resolution 17: • Authorization granted to the Board of Directors to increase the size of the initial issuance, in the event of the issuance of ordinary shares or securities giving access to ordinary shares, with maintenance or with cancellation of prefer
Slide 44: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • Resolution 18: • Delegation of authority granted to the Board of Directors to issue ordinary shares and/or securities giving access to ordinary shares to compensate contributions in kind made to the Company and comprising equity securities or securities
Slide 45: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • Resolution 19: • Authorization granted to the Board of Directors to set the issue price of ordinary shares and/or any securities giving access to ordinary shares, in the event of the cancellation of preferential subscription rights, up to the annual limi
Slide 46: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • Resolution 20: • Overall limit of the issue authorizations with maintenance or with cancellation of preferential subscription rights. • The maximum nominal amount of capital increases likely to be carried out on the basis of the 14th, 15th, 16th, 17th, 1
Slide 47: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • Resolution 21: • Authorization given to the Board of Directors to proceed, in favor of employees and company officers of the Company or of the Axway Group, with the issue of warrants for the subscription and/or acquisition of redeemable shares (BSAARs),
Slide 48: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • Resolution 22: • Authorization granted to the Board of Directors to increase the share capital by issuing ordinary shares reserved for Axway Group employees who are members of a company savings plan. • Period: 26 months. • Option to subdelegate to the Bo
Slide 49: Information on the proposed OGM resolutions
Information on the proposed OGM resolutions • Resolution 23: • Powers to perform legal formalities. © 2017 Axway | CONFIDENTIAL 48
Slide 50: Contents
Contents • Agenda • Report of the Board of Directors • Reports of the Statutory Auditors • Information on the resolutions proposed • Discussion • Voting on resolutions • Close © 2017 Axway | CONFIDENTIAL 49
Slide 51: Discussion
axway > Discussion
Slide 52: Quorum & Majority
Quorum & Majority • Ordinary General 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 11 (inclusive) and No.23 • Extraordinary General Meeting • Quorum: ¼ of the shares with voting rights
Slide 53: How to use your voting handset
How to use your voting handset 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 accoun
Slide 54: Resolutions presented for the approval of Ordinary General Meeting
Resolutions presented for the approval of Ordinary General Meeting
Slide 55: First resolution
First resolution Ordinary General Meeting • Approval of the company annual financial statements. © 2017 Axway | CONFIDENTIAL 54
Slide 56: Second resolution
Second resolution Ordinary General Meeting • Discharge of members of the Board of Directors. © 2017 Axway | CONFIDENTIAL 55
Slide 57: Third resolution
Third resolution Ordinary General Meeting • Approval of the consolidated financial statements. © 2017 Axway | CONFIDENTIAL 56
Slide 58: Fourth resolution
Fourth resolution Ordinary General Meeting • Appropriation of earnings. © 2017 Axway | CONFIDENTIAL 57
Slide 59: Fifth resolution
Fifth resolution Ordinary General Meeting • Renewal of Michael Gollner’s term of office as a director. © 2017 Axway | CONFIDENTIAL 58
Slide 60: Sixth resolution
Sixth resolution Ordinary General Meeting • Appointment of Nicole-Claude Duplessix as a director. © 2017 Axway | CONFIDENTIAL 59
Slide 61: Seventh resolution
Seventh resolution Ordinary General Meeting • Approval of the conclusions of the Statutory Auditors’ special report on related- party agreements and commitments. © 2017 Axway | CONFIDENTIAL 60
Slide 62: Eighth resolution
Eighth resolution Ordinary General Meeting • Determination of the directors’ fees to be allocated to members of the Board of Directors for the 2017 fiscal year. © 2017 Axway | CONFIDENTIAL 61
Slide 63: Ninth resolution
Ninth resolution Ordinary General Meeting • Approval of the principles and criteria for the determination, distribution and allocation of the components comprising the total compensation of Mister Pierre Pasquier as Chairman of the Board of the Company for the year ending 31 December 2017. © 2017 Ax
Slide 64: Tenth resolution
Tenth resolution Ordinary General Meeting Approval of the principles and criteria for the determination, distribution and allocation of the components comprising the total compensation of Mister Jean-Marc Lazzari as Chief Executive Officer of the Company for the year ending 31 December 2017. © 201
Slide 65: Eleventh resolution
Eleventh resolution Ordinary General Meeting • Authorization to be granted to the Board of Directors to implement shares buyback program of the Company. © 2017 Axway | CONFIDENTIAL 64
Slide 66: Resolutions presented for the approval of the Extraordinary General Meeting
Resolutions presented for the approval of the Extraordinary General Meeting
Slide 67: Twelfth resolution
Twelfth resolution Extraordinary General Meeting • Authorization granted to the Board of Directors to cancel the shares acquired by the Company in the context of the share buyback program; corresponding reduction in the share capital; powers conferred on the Board of Directors. © 2017 Axway | CONFID
Slide 68: Thirteenth resolution
Thirteenth resolution Extraordinary General Meeting • Delegation of authority granted to the Board of Directors to increase the share capital through the capitalization of reserves, profits, share premiums or other items. © 2017 Axway | CONFIDENTIAL 67
Slide 69: Fourteenth resolution
Fourteenth resolution Extraordinary General Meeting • Delegation of authority granted to the Board of Directors to increase the share capital by issuing ordinary shares and/or securities giving access to ordinary shares with remaining preferential subscription rights and/or securities giving entitle
Slide 70: Fifteenth resolution
Fifteenth resolution Extraordinary General Meeting • Delegation of authority granted to the Board of Directors to increase the share capital by issuing ordinary shares and/or securities giving access to ordinary shares, with cancellation of preferential subscription rights, and/or securities giving
Slide 71: Sixteenth resolution
Sixteenth resolution Extraordinary General Meeting • Delegation of authority granted to the Board of Directors to increase the share capital by issuing ordinary shares and/or securities giving access to ordinary shares with cancellation of preferential subscription rights and/or securities giving en
Slide 72: Seventeenth resolution
Seventeenth resolution Extraordinary General Meeting • Authorization granted to the Board of Directors to increase the size of the initial issue in the event of the issuance of ordinary shares or securities giving access to ordinary shares, with remaining or with cancellation of preferential subscri
Slide 73: Eighteenth resolution
Eighteenth resolution Extraordinary General Meeting • Delegation of authority granted to the Board of Directors to issue ordinary shares and/or securities giving access to ordinary shares to compensate contributions in kind made to the Company and comprising equity securities or securities giving ac
Slide 74: Nineteenth resolution
Nineteenth resolution Extraordinary General Meeting • Authorization granted to the Board of Directors to set the issue price of ordinary shares and/or any securities giving access to ordinary shares, in the event of the cancellation of preferential subscription rights, up to the limit of 10% of the
Slide 75: Twentieth resolution
Twentieth resolution Extraordinary General Meeting • Overall limit of the issue authorizations with maintenance or with cancellation of preferential subscription rights. © 2017 Axway | CONFIDENTIAL 74
Slide 76: Twenty-first resolution
Twenty-first resolution Extraordinary General Meeting • Authorization given to the Board of Directors to proceed, in favor of employees and company officers of the Company or of the Axway Group, with the issue of warrants for the subscription and/or acquisition of redeemable shares (BSAARs), without
Slide 77: Twenty-second resolution
Twenty-second resolution Extraordinary General Meeting • Authorization granted to the Board of Directors to increase the share capital by issuing ordinary shares reserved for Axway Group employees who are members of a company savings plan. © 2017 Axway | CONFIDENTIAL 76
Slide 78: Twenty-third resolution
Twenty-third resolution Ordinary General Meeting • Powers to perform legal formalities. © 2017 Axway | CONFIDENTIAL 77
Slide 79: Close of the General Shareholders' Meeting
Close of the General Shareholders’ Meeting Tuesday 6 June 2017 Hôtel Le Meurice, Paris
Slide 80: Shareholder information
Shareholder information • Axway website http://www.investors.axway.com/en • Shareholders’ Area: http://www.investors.axway.com/en/investors- shareholders/shareholders-area • Contact us: o By email: [email protected] © 2017 Axway | CONFIDENTIAL 79