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74software — Axway — Shareholder Meeting (May 2024)
47 slides from 74software's shareholder meeting presentation, May 16, 2024
Slide 1: 2024 Combined General Meeting
2024 Combined General Meeting 16 May 2024 Etoile Business Center, Paris
Slide 2: Disclaimer
Disclaimer This presentation contains forecasts that are subject to the risks and uncertainties concerning Axway’s future growth and profitability. The Group highlights that signatures of license agreements, which often represent investments for customers, are historically more significant in the se
Slide 3: Office for the General Meeting Participants
2023 Combined General Meeting Office for the General Meeting Participants Pierre PASQUIER Franck KELOGLANIAN Patrick DONOVAN Chairman of the Board Secretary of the Board Chief Executive Officer of Directors of Directors Olivier JURAMIE Christophe BASTELICA Etienne DU VIGNAUX Statutory Auditor Vote-t
Slide 4: General Meeting schedule
General Meeting schedule 01 Combined General Meeting Agenda 02 Board of Directors’ Report 03 Statutory Auditors’ Reports 04 Information on the proposed resolutions 05 Q&A session 06 Voting of the resolutions 07 Closing of the General Meeting axway.com 4
Slide 5: Agenda
Agenda Franck Keloglanian Secretary of the Board of Directors
Slide 6: Agenda: Ordinary General Meeting resolutions
Agenda Resolutions presented for the approval of the Ordinary General Meeting 1. Approval of the annual financial statements for the year ended 31 December 2023; Approval of non-tax deductible expenses and charges. 2. Approval of the consolidated financial statements for the year ended 31 December 2
Slide 7: Agenda: Ordinary General Meeting resolutions (continued)
Agenda Resolutions presented for the approval of the Ordinary General Meeting 10. Approval of the fixed, variable and exceptional components of total compensation and benefits of all kind paid during the year or awarded in respect of the same fiscal year to Patrick Donovan, Chief Executive Officer.
Slide 8: Agenda: Extraordinary General Meeting resolutions
Agenda Resolutions presented for the approval of the Extraordinary General Meeting 15. Delegation of authority granted to the Board of Directors, for a period of 26 months, to issue ordinary shares and/or securities granting access to share capital (of the Company or a Group company) and/or debt sec
Slide 9: Agenda: Extraordinary General Meeting resolutions (continued)
Agenda Resolutions presented for the approval of the Extraordinary General Meeting 19. Delegation of authority granted to the Board of Directors to increase the share capital by issuing ordinary shares and/or securities granting access to share capital, with cancellation of preferential subscription
Slide 10: Board of Directors’ Report
Board of Directors’ Report Patrick Donovan Chief Executive Officer Simultaneous translation
Slide 11: Solid performance for the second year running
Solid performance for the second year running UPFRONT BOOSTED REVENUE & ARR GROWTH INCREASED PROFITABILITY & FREE CASH FLOW EFFICIENT ORGANIZATION & AGILE PORTFOLIO HIGH EMPLOYEE ENGAGEMENT & CUSTOMER SATISFACTION axway.com 11
Slide 12: Translating in strong financials
Translating in strong financials 2023 2022 2013-17 READY FOR Average NEXT STRATEGIC PHASE Organic Revenue Growth (%) +5.8% +5.5% +1.6% Profit on Operating Activities (€m) 62.8 46.3 as a % of revenue 19.7% 14.7% 15.4% Basic EPS (€) 1.71 € -1.85 € excluding non-cash write-off 1.71 € 1.47 € 1.34 € Free
Slide 13: With always the same ambitions
With always the same ambitions OUR CUSTOMERS OUR EMPLOYEES OUR SHAREHOLDERS Delivering brilliant Axway, the place to be Building a predictable, Customer experience profitable business model Record 2023 Growth and profitability Net Promoter Score Tied for highest guidance exceeded Employee Enga
Slide 14: Strengthened Product Portfolio
Strengthened Product Portfolio EXTERNAL EXPANSION INTERNAL EXPANSION Amplify Enterprise Marketplace E-Invoicing Compliance expert • Product incubated within the Amplify based in Belgium product family and fully available in 2023 • Competitive advanced offering building pipeline and closing 15 transa
Slide 15: 2023 Key Figures
2023 Key Figures € 319.0m Revenue compared to €314.0m in 2023, an organic growth of 5.8% €62.8m Profit on Operating Activities or 19.7% of revenue, up 500 bps vs. 14.7% in 2022 +27.4% Subscription Growth or €186.6m vs. €154.0m in 2022 +6.6% ARR Growth or €228.7m vs. €214.5m at the end of 2022 axway.
Slide 16: 2023 Full-Year Results
2023 Full-Year Results KEY FIGURES INCOME STATEMENT 2023 2022 In millions of euros €m % of Rev. €m % of Rev. Organic Growth* Total Growth Revenue 319.0 314.0 +5.8% +1.6% Cost of sales 87.2 91.4 Gross Profit 231.7 72.7% 222.6 70.9% Operating expenses 168.9 176.4 of which Sales and marketing 81.6 93.2
Slide 17: 2023 Full-Year Results: Revenue by Activity
2023 Full-Year Results REVENUE BY ACTIVITY 3% 2022 2022 Total Organic [€m] 2023 License 11% Restated* Reported Growth Growth* Services License 8.8 10.2 11.6 -23.8% -13.7% 27% Subscription 186.6 146.5 154.0 +21.2% +27.4% Maintenance 59% Maintenance 87.0 107.9 111.2 -21.7% -19.4% Subscription Sub-tota
Slide 18: Main Balance Sheet items at 31/12/2023
2023 Full-Year Results Main Balance Sheet items at 31/12/2023 Cash & cash equivalents DSO Total assets €16.7m 182 days €594.6m vs. €18.3m at 31/12/2022 vs. 155 days at 31/12/2022 vs. €571.1m at 31/12/2022 Net debt Current deferred revenues Total equity €75.6m €49.1m €346.3m vs. €69.5m at 31/12/2022
Slide 19: 2023 Full-Year Results: Cash Flows
2023 Full-Year Results CASH FLOWS In millions of euros 2023 2022 Net profit for the period 35.8 -40.0 Change in operating working capital requirements -32.9 -41.0 Net cash from operating activities 32.1 13.0 Free cash flow 18.8 2.2 Net cash used in investing activities -12.6 -11.1 Net cash used in f
Slide 20: Progressive normalization of free cash flow
Progressive normalization of free cash flow 90 26% Profit on Operating Activities (€m) FCF as a % of revenue BUSINESS MODEL 80 TRANSITION 22% 70 18% Profit on Operating Activities (€m) 60 Free Cash Flow / Revenue (%) First Customer Managed Subscription Offer 50 14% 40 10% 30 6% 20 2% 10 0 -2% 2011 2
Slide 21: Solid start to the year in Q1 2024
Solid start to the year in Q1 2024 Q1 2023 Q1 2023 Total Organic [€m] Q1 2024 Organic revenue growth of Restated* Reported Growth Growth* 6.9% over Q1 2024, reaching License 1.4 2.1 2.1 -36.3% -35.8% €76.9m revenue Annual Recurring Revenue Subscription 49.4 37.9 37.8 +30.9% +30.3% (ARR) at €227.
Slide 22: Focus & Ambition
axway Focus & Ambition
Slide 23: Axway’s Why
Axway’s Why Our Purpose “ An independent technology provider that sustainably grows enduring value, based upon trust, for our customers, employees, and shareholders. axway.com ‹N°› 23
Slide 24: Robust building blocks as foundations for our software house
Robust building blocks as foundations for our software house VISION MISSION To be a leading, trusted technology provider Empowering customers with secure, mission-critical software and empowering customers with secure digital business interactions to services to successfully operate and simplify the
Slide 25: Sustainably growing enduring value for…
Sustainably growing enduring value for… OUR CUSTOMERS OUR EMPLOYEES 5-Year Net Promoter Score 5-Year Employees Engagement Score 40 37 80 35 69 69 35 70 66 61 29 58 30 60 25 49 25 50 20 18 40 15 30 10 20 5 5 10 0 0 2018 2019 2020 2021 2022 2023 2018 2019 2020 2021 2022 2023 axway.com 25
Slide 26: and our Shareholders…
and our Shareholders… 5 Year 2013-17 2024 2023 2022 2021 2020 2019 Average Average Guidance Organic Revenue Growth (%) +5.8% +5.5% -2.7% +0.5% +3.3% +2.5% +1.6% +1 to 3% Profit on Operating Activities (€m) 62.8 46.3 32.9 30.8 25.9 ≈ 20% as a % of revenue 19.7% 14.7% 11.5% 10.4% 8.6% +13.0% 15.4% Bas
Slide 27: SBS Acquisition Project
axway SBS Acquisition Project
Slide 28: Building a robust enterprise software house
Building a robust enterprise software house Enterprise software house with critical scale to ensure 1 long-term independent project Addressing both banking app and integration 2 needs with market recognized product portfolio INTEGRATION BANKING APP Accelerating SBS transition to subscription 3 and C
Slide 29: Project timeline and considerations
Project timeline and considerations REGULATORY Q1 2024 APPROVALS CLOSING EMPLOYEE REPRESENTATIVE SPA SIGNING Targeting Q2 2024 BODIES CONSULTATION Q3 2024 at the latest • Subject to satisfactory confirmatory due diligence and valuation reports from independent experts OTHER • Subject to satisfaction
Slide 30: Statutory Auditors’ Reports
Statutory Auditors’ Reports Olivier JURAMIE Statutory Auditor Jérôme NEYRET Statutory Auditor
Slide 31: Statutory Auditors’ Reports
Statutory Auditors’ Reports Statutory Auditors’ report on the consolidated financial statements: from page 168 of the 2023 Universal Registration Document Statutory Auditors’ report on the annual financial statements: from page 188 of the 2023 Universal Registration Document Statutory Auditors’ spec
Slide 32: Information on the proposed resolutions
Information on the proposed resolutions Franck Keloglanian Secretary of the Board of Directors
Slide 33: Quorum and majority rules
Information on the proposed resolutions Quorum and majority rules Ordinary General Meeting The resolutions submitted for the approval of the Ordinary General Meeting require a quorum representing one fifth of the total voting shares and a majority of the votes of the shareholders present or represen
Slide 34: Resolutions 1 to 3: Approval of the financial statements
Information on the proposed resolutions Ordinary General Meeting Resolutions 1 to 3: Approval of the financial statements 1. Approval of the annual financial statements for the year ended 31 December 2023, showing a loss of €12,463,786 ; 2. Approval of the consolidated financial statements for the f
Slide 35: Resolutions 4, 7 and 8: Company officer compensation
Information on the proposed resolutions Ordinary General Meeting Resolutions 4, 7 et 8: Company officer compensation Principles: Attendance at Board of Directors’ meetings; Attendance at Committee meetings. Amounts: In 2023, compensation for mandate for a total of €330,000 (same as in 2022
Slide 36: Resolutions 5 & 9: Compensation of the Chairman
Information on the proposed resolutions Ordinary General Meeting Resolutions 5 & 9: Compensation of the Chairman of the Board of Directors Principles: Fixed compensation (separation of offices, specific assignments, additional files); Directors’ fees; No variable compensation or benefits in
Slide 37: Resolutions 6 & 10: Compensation of the CEO
Information on the proposed resolutions Ordinary General Meeting Resolutions 6 & 10: Compensation of the Chief Executive Officer Principles: Fixed compensation; Variable compensation equal to fixed compensation, when the following objectives are met: 65% on financial performance quantitative
Slide 38: Resolution 11: Appointment of a new director
Information on the proposed resolutions Ordinary General Meeting Resolution 11: Appointment of a new director Dominique Illien axway.com 38
Slide 39: Resolutions 12 & 13: Sustainability Statutory Auditors
Information on the proposed resolutions Ordinary General Meeting Resolutions 12 & 13: Appointment of two Statutory Auditors responsible for certifying sustainability information Following the enactment into French law of the CSRD Directive, the Company will be required in 2025 to publish a sustainab
Slide 40: Resolution 14: Share buyback programme
Information on the proposed resolutions Ordinary General Meeting Resolution 14: Share buyback programme Renewal for 18 months of the authorisation for the Company to buy back its own shares, for up to 10% of the share capital on the share buyback date, at a maximum price of €47 per share (excluding
Slide 41: Resolutions 15 to 18: Financial delegations and authorisations
Information on the proposed resolutions Extraordinary General Meeting Resolutions 15 to 18: Financial delegations and authorisations Résolution Objet Durée Seuil ou plafond 10 000 000 € (shares) and Issue of ordinary shares and/or securities giving access to the capital and/or 15 26 months 100 000 0
Slide 42: Resolutions 19 to 21: Employee schemes and Articles
Information on the proposed resolutions Extraordinary General Meeting Resolution 19: Employee share-based incentive schemes Résolution n° Objet Durée Seuil ou plafond Share capital increase by issuing ordinary shares and/or 26 3% of share capital on the securities granting access to share capital wi
Slide 43: Questions & Answers
Questions & Answers axway.com 43
Slide 44: Voting of the resolutions
Voting of the resolutions Franck Keloglanian Secretary of the Board of Directors
Slide 45: Closing of the General Meeting
Closing of the General Meeting Pierre Pasquier Chairman of the Board of Directors
Slide 46: Thank you
Thank you ©2024 Axway | CONFIDENTIAL
Slide 47: Alternative performance measures
Alternative performance measures ACV: Annual Contract Value – Annual contract value of a subscription agreement. ARR: Annual Recurrent Revenue – Expected annual billing amounts from all active maintenance and subscription agreements. Employee Engagement Score: Measurement of employee engagement thro