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74software — Axway Software — Shareholder Meeting (June 2015)
90 slides from 74software's shareholder meeting presentation, Jun 22, 2015
Slide 1: Combined Shareholders' Meeting of Axway Software SA
Combined Shareholders’ Meeting of Axway Software SA 22 June 2015 Hôtel Le Meurice – Paris © 2014 Axway | Confidentiel 1
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
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 © 2015 Axway | Investor Relations 3
Slide 4: Agenda (1/7)
Agenda (1/7) • Ordinary General Meeting – (R1) Approval of the parent company 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) Confirmation of the a
Slide 5: Agenda 2/7
Agenda 2/7 • Ordinary General Meeting – (R9) Renewal of Pascal Imbert's term of office as a director. – (R10) Renewal of Hervé Saint-Sauveur's term of office as a director. – (R 11) Renewal of Yves de Talhouët's term of office as a director. – (R12) Renewal of Véronique de la Bachelerie's term of of
Slide 6: Agenda 3/7
Agenda 3/7 • Extraordinary General Meeting – (R16) Authorisation granted to the Board of Directors to cancel the shares acquired by the Company in the context of the share buyback programme; corresponding reduction in the share capital; powers conferred on the Board of Directors. – (R17) Delegation
Slide 7: Agenda 4/7
Agenda 4/7 • Extraordinary General Meeting – (R19) 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 8: Agenda 5/7
Agenda 5/7 • Extraordinary General Meeting – (R21) Delegation of authority 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
Slide 9: Agenda 6/7
Agenda 6/7 • Extraordinary General Meeting – (R24) Overall limit of the issue authorisations with maintenance or with cancellation of preferential subscription rights. – (R25) Authorisation given to the Board of Directors to grant redeemable share warrants (BSAAR) to corporate officers or employees
Slide 10: Agenda 7/7
Agenda 7/7 • Extraordinary General Meeting – (R28) Authorisation granted to the Board of Directors to grant bonus shares, whether existing or to be issued, to qualifying corporate officers or employees of the Axway Group. – (R29) Modification of paragraph 2 of Article 29 "Access to General Meetings
Slide 11: Contents
Contents • Agenda • Report of the Board of Directors • Reports of the Statutory Auditors • Information on the resolutions proposed • Discussion • Voting on resolutions • Close © 2015 Axway | Investor Relations 11
Slide 12: 2014 in a nutshell
2014 in a nutshell Bad Q3, Excellent Q4: Axway delivers a solid year • Systar acquisition – Good FSI customer base and Expertise of the staff – New generation of Operational Intelligence product has real potential • France leveraged all Axway 5 Suite and deliver an excellent year • US faced sales ex
Slide 13: Headcount at end of 2014: 1,961
Headcount at end of 2014: 1,961 1961 1661 1755 1774 1783 1131 1145 1173 1263 1064 597 624 629 610 698 2010 2011 2012 2013 2014 France International Total © 2015 Axway | Investor Relations 13
Slide 14: Axway: a Balanced Business Model
Axway: a Balanced Business Model FY 2014 BY REGION BY ACTIVITY Rest of Europe Services Licences France 4% 23% 39% 4% 34% Americas Asia/Pacific Total Products Maintenance 76% © 2015 Axway | Investor Relations 14
Slide 15: License Metrics 2014
License Metrics 2014 ASP – Share of Indirect – New/Repeat • No Deals ~ 2154 • Share of Tiers 1 business(>250k€) – Share of nb. of deals: 2.4% – Share of total amount: 42% 2014 • Share of indirect business (€): 9% versus 2013 • Share of new business (€): 9% • Average Sale Price – ASP Tiers 1 ~615k€ –
Slide 16: Govern the Flow of Data - Signatures 2014: EMEA / APAC
Signatures 2014: EMEA / APAC The largest banking network (10,000 agencies) addresses Govern the Flow of Data Exchange Platform 10 million customers. Back Office Exchange Platform (A2A) involving MFT and API, opening digital banking. Joint success with Sopra Banking Software. Digital Banking One of t
Slide 17: Govern the Flow of Data - Signatures 2014: Americas / EMEA
Signatures 2014: Americas / EMEA Operational Excellence Govern the Flow of Data 9 billion transactions, 2,02 billion card authorizations annually for 56,000 accounts and close to 2,400 clients on a daily basis: Crédit Agricole Cards & Payments secure the whole payments and cards value chain with Axw
Slide 18: Income Statement (1/2)
Income Statement (1/2) • Slight improvement in Gross Profit each period • Approximately 13 M€ of the 22 M€ cost increase coming from Systar • Increase in R&D Capabilities to advance A5 suites including API and Decision Insight • Investment in key management within our Distribution network In million
Slide 19: Income Statement (2/2)
Income Statement (2/2) • Profit on Operating Activities as a %, stable for all periods presented • Amortization increased with addition of Systar Intangibles • Other Income/Expense in 2012/2013 mostly GSA, 2014 Systar and Other misc costs • EPS in 2013 - 1.33 €/share without exceptional items In mil
Slide 20: Change in Equity
Change in Equity • Due to the USD/Euro conversion rate movement a significant translation adjustment was recorded in 2014 on the conversion of the foreign balance sheets to Euro’s In millions of euros 31/12/2014 31/12/2013 31/12/2012 Equity at Opening of Period 258.4 233.9 213.4 Profit for the perio
Slide 21: Simplified Balance Sheet (1/2)
Simplified Balance Sheet (1/2) • Goodwill increased by 33 M€ for Systar Acquisition, the rest from foreign currency impact • Due to strong Q4 sales, Trade A/R increased significantly and DSO’s increased to 105 days from 90 days in 2013 In millions of euros 31/12/2014 31/12/2013 31/12/2012 ASSETS Goo
Slide 22: Simplified Balance Sheet (2/2)
Simplified Balance Sheet (2/2) • Bank debt 44,5 M€ at the end of 2014 • Deferred Maintenance Revenues increased to 61 M€ from 40 M€ In millions of euros 31/12/2014 31/12/2013 31/12/2012 SHAREHOLDERS' EQUITY AND LIABILITIES Share capital 41.1 40.9 40.6 Capital reserves and results 257.4 217.4 193.3 T
Slide 23: Cash Flow Statement
Cash Flow Statement • Working Capital Requirements change positive in 2014 due to monetization of CIR receivables • Investing activities includes the purchase of Systar In millions of euros 31/12/2014 31/12/2013 31/12/2012 Net profit for the period 26.7 35.6 24.7 Net charges to amortizations, deprec
Slide 24: Update on Axway Shareholder Structure
Update on Axway Shareholder Structure 31/12/2014 20,568,138 SHARES OUTSTANDING 35,421,420 VOTING RIGHTS Sopra Pasquier Odin Sopra Geninfo Treasury Managers Caravelle Public Steria Family Family GMT (SG Group) Shares Shares outstanding 25.5% 0.1% 1.1% 1.1% 21.3% 8.7% 12.5% 29.5% 0.2% Voting Rights 29
Slide 25: Contents
Contents • Agenda • Report of the Board of Directors • Reports of the Statutory Auditors • Information on the resolutions proposed • Discussion • Voting on resolutions • Close © 2015 Axway | Investor Relations 25
Slide 26: Report of the Statutory Auditors (1/2)
Report of the Statutory Auditors (1/2) • 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 gov
Slide 27: Report of the Statutory Auditors (2/2)
Report of the Statutory Auditors (2/2) • Report of the Statutory Auditors on the authorization to grant share subscription or purchase options • Report of the Statutory Auditors on the issuance of redeemable share warrants (BSAAR) without preferential subscription rights © 2015 Axway | Investor Rela
Slide 28: Contents
Contents • Agenda • Report of the Board of Directors • Reports of the Statutory Auditors • Information on the resolutions proposed • Discussion • Voting on resolutions • Close © 2015 Axway | Investor Relations 28
Slide 29: Resolutions presented for the approval of the Ordinary General Meeting
Resolutions presented for the approval of the Ordinary General Meeting © 2014 Axway | Confidentiel 29
Slide 30: Information on the proposed OGM resolutions
Information on the proposed OGM resolutions • (R No. 1 to No. 4): Approval of the annual financial statements - Appropriation of earnings – Approval of the annual financial statements for the fiscal year ended 31 December 2014 showing a profit of €50,538,491 and the transactions reflected in these f
Slide 31: Information on the proposed OGM resolutions
Information on the proposed OGM resolutions • (R No. 1 to No. 4 cont’d): – Approval of the consolidated financial statements for the fiscal year ended 31 December 2014, showing consolidated net profit - attributable to the Group - of €26,486,195 and the transactions reflected in these financial stat
Slide 32: Information on the proposed OGM resolutions
Information on the proposed OGM resolutions • R No. 5 to No. 12 - governance of the Board: – Ratification of the cooptation of Véronique de la Bachelerie following the resignation of Françoise Mercadal-Delasalles until this General Shareholders’ Meeting; – Proposal to reappoint Pierre Pasquier, Kath
Slide 33: Information on the proposed OGM resolutions
Information on the proposed OGM resolutions • R No.14 - Determination of Directors' fees for the fiscal year in progress: – €262,500 to be divided up between members of the Board of Directors according to their attendance at Board and Committee meetings; – The amount of Directors’ fees proposed is i
Slide 34: Resolutions presented for the approval of the Extraordinary General Meeting
Resolutions presented for the approval of the Extraordinary General Meeting © 2014 Axway | Confidentiel 34
Slide 35: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • R No. 16 - Authorisation to cancel the shares purchased, corresponding reduction in share capital: – Duration: 24 months; – Ceiling: 10% of the capital per 24-month period (amount calculated based on the capital adjusted according to transactions affecti
Slide 36: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • R No. 17 - Increase of share capital through the capitalisation of reserves, profits or share premiums: – Duration: 26 months; – Amount: • The maximum nominal value may not exceed €20 million, • The maximum nominal amount is separate and distinct from th
Slide 37: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • R Nos. 18, 19, 20 - Increase of share capital by issuing ordinary shares and/or securities with or without preferential subscription rights and/or securities giving entitlement to debt securities through private placement or as a part of a public tender
Slide 38: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • (R Nos. 18, 19, 20 cont’d.) - Increase of share capital by issuing ordinary shares and/or securities with or without preferential subscription rights and/or securities giving entitlement to debt securities through private placement or as a part of a publ
Slide 39: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • R No. 21 - Authorisation to the Board to decide to increase share and/or security issues with or without preferential subscription rights, decided on in accordance with the 18th, 19th and 20th resolutions: – Duration: 26 months; – Delegation with the opt
Slide 40: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • R No. 22 - Issue of ordinary shares and/or securities giving access to the capital to compensate contributions in kind made to the company and comprising equity securities or securities giving access to the capital: – Duration: 26 months; – Delegation wi
Slide 41: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • R No. 23 - Authorisation granted to the Board to set the issue price of ordinary shares or any securities in the event that preferential subscription rights are eliminated, within the limit of 10% of the capital per year: – Duration: 26 months; – Deviati
Slide 42: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • R No. 24 – Overall limit of capital increases provided for in the 18th, 19th, 20th, 21st, 22nd and 23rd R: – The maximum nominal amount of capital increases likely to be carried out based on the 18th, 19th, 20th, 21st, 22nd, 23rd resolutions may not exce
Slide 43: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • R No. 25 - Authorisation given to the Board of Directors to grant redeemable share warrants (BSAAR) to company officers or employees of the Company or its Group, without preferential subscription rights: – Maximum amount 1% of the Company's share capital
Slide 44: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • (R No. 25 cont’d.): – Waiver by shareholders – in favour of holders of such warrants – of their preferential right to subscribe for the shares to be issued by exercising share warrants; – The Board of Directors shall determine all of the characteristics
Slide 45: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • R No. 26 - Authorisation granted to the Board of Directors to award stock options to qualifying Axway Group corporate officers and employees : – Duration: 38 months; – Stock options for all employees and/or qualifying corporate officers of the company an
Slide 46: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • (R No. 26 cont’d.): – Total maximum number of shares to be granted: 1% of the Company's share capital on the date of the allocation grant; – The Board of Directors shall determine: • The terms and conditions of the stock options granting and especially t
Slide 47: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • R No. 27 - Capital increase by issuing ordinary shares reserved for Group employees who are members of a company savings plan: – Duration: 26 months; – Delegation with the option to sub-delegate granted to the Board of Directors for the implementation; –
Slide 48: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • (R No. 27 cont’d.): – Maximum amount of the increase: • 3% of the share capital, • Amount is separate and distinct from the capital increase ceilings resulting from the issuance of ordinary shares or securities giving access to the share capital. © 2015
Slide 49: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • R No. 28 - Authorisation granted to the Board of Directors to grant bonus shares, whether existing or to be issued, to qualifying Axway Group company officers or employees: – Duration of validity: 38 months starting from the date of this General Sharehol
Slide 50: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • (R No. 28 cont’d.): – Total maximum number of shares to be granted: 4% of the company's share capital on the date it is decided to grant the shares; – The Board of Directors shall determine: • The terms of the allocation, particularly vesting periods and
Slide 51: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • R No. 29 - Modification of the Articles of Association: – New draft of Article 29 paragraph 2 of the Articles of Association “Access to General Meetings - powers - composition”: • Participation as a shareholder as soon as shares are registered in the nam
Slide 52: Information on the proposed EGM resolutions
Information on the proposed EGM resolutions • R No. 31 - Powers to perform formalities © 2015 Axway | Investor Relations 52
Slide 53: Contents
Contents • Agenda • Report of the Board of Directors • Reports of the Statutory Auditors • Information on the resolutions proposed • Discussion • Voting on resolutions • Close © 2015 Axway | Investor Relations 53
Slide 54: Discussion
Discussion © 2014 Axway | Confidentiel 54
Slide 55: Quorum and majority
Quorum and majority • 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 by proxy-holders – Resolutions n°1 to n°15 & n°31 • Extraordinary Shareholder’s Meeting – Quorum: ¼ of the shares wi
Slide 56: How to use your voting handset
Thi s im How to use your voting handset 1 CARTE À PUCE The handset will only work if your smartcard is inserted correctly 2 POUR VOTER 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
Slide 57: Resolutions presented for the approval of the Ordinary General Meeting
Resolutions presented for the approval of the Ordinary General Meeting © 2014 Axway | Confidentiel 57
Slide 58: First resolution
First resolution • Approval of the parent company financial statements and of the non-tax deductible expenses and charges. © 2015 Axway | Investor Relations 58
Slide 59: Second resolution
Second resolution • Discharge of members. © 2015 Axway | Investor Relations 59
Slide 60: Third resolution
Third resolution • Approval of the consolidated financial statements. © 2015 Axway | Investor Relations 60
Slide 61: Fourth resolution
Fourth resolution • Appropriation of earnings. © 2015 Axway | Investor Relations 61
Slide 62: Fifth resolution
Fifth resolution • Confirmation of the appointment of Véronique de la Bachelerie as a temporary director by the Board of Directors © 2015 Axway | Investor Relations 62
Slide 63: Sixth resolution
Sixth resolution • Renewal of Pierre Pasquier's term of office as a director. © 2015 Axway | Investor Relations 63
Slide 64: Seventh resolution
Seventh resolution • Renewal of Kathleen Clark Bracco's term of office as a director. © 2015 Axway | Investor Relations 64
Slide 65: Eighth resolution
Eighth resolution • Renewal of Hervé Déchelette's term of office as a director. © 2015 Axway | Investor Relations 65
Slide 66: Ninth resolution
Ninth resolution • Renewal of Pascal Imbert's term of office as a director. © 2015 Axway | Investor Relations 66
Slide 67: Tenth resolution
Tenth resolution • Renewal of Hervé Saint-Sauveur's term of office as a director. © 2015 Axway | Investor Relations 67
Slide 68: Eleventh resolution
Eleventh resolution • Renewal of Yves de Talhouët's term of office as a director. © 2015 Axway | Investor Relations 68
Slide 69: Twelfth resolution
Twelfth resolution • Renewal of Véronique de la Bachelerie's term of office as a director. © 2015 Axway | Investor Relations 69
Slide 70: Thirteenth resolution
Thirteenth resolution • Approval of the conclusions of the special report of the Statutory Auditors on regulated agreements and commitments. © 2015 Axway | Investor Relations 70
Slide 71: Fourteenth resolution
Fourteenth resolution • Determination of the directors' fees to be allocated to members of the Board of Directors for the 2015 financial year. © 2015 Axway | Investor Relations 71
Slide 72: Fifteenth resolution
Fifteenth resolution • Authorisation to be given to the Board of Directors to buy back shares in the Company. © 2015 Axway | Investor Relations 72
Slide 73: Resolutions presented for the approval of the Extraordinary General Meeting
Resolutions presented for the approval of the Extraordinary General Meeting © 2014 Axway | Confidentiel 73
Slide 74: Sixteenth resolution
Sixteenth resolution • Authorisation granted to the Board of Directors to cancel the shares acquired by the Company in the context of the share buyback programme; corresponding reduction in the share capital; powers conferred on the Board of Directors. © 2015 Axway | Investor Relations 74
Slide 75: Seventeenth resolution
Seventeenth resolution • Delegation of authority granted to the Board of Directors to increase the share capital through the capitalisation of reserves, profits, share premiums or other items. © 2015 Axway | Investor Relations 75
Slide 76: Eighteenth resolution
Eighteenth resolution • 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 maintenance of preferential subscription rights and/or securities giving entitlement to the allocation of
Slide 77: Nineteenth resolution
Nineteenth resolution • 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 entitlement to the allocation
Slide 78: Twenty resolution
Twenty resolution • 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 entitlement to the allocation of de
Slide 79: Twenty-first resolution
Twenty-first resolution • Delegation of authority 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 rights. © 2
Slide 80: Twenty-two resolution
Twenty-two resolution • 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 access to the capital, outside p
Slide 81: Twenty-three resolution
Twenty-three resolution • Authorisation granted to the Board of Directors to set the issue price of ordinary shares or any securities giving access to ordinary shares, in the event of the cancellation of preferential subscription rights, for up to the limit of 10% of the capital over a 12-month peri
Slide 82: Twenty-four resolution
Twenty-four roslution • Overall limit of the issue authorisations with maintenance or with cancellation of preferential subscription rights. © 2015 Axway | Investor Relations 82
Slide 83: Twenty-five resolution
Twenty-five resolution • Authorisation given to the Board of Directors to grant redeemable share warrants (BSAAR) to corporate officers or employees of the Company or its Group, without shareholder preferential subscription rights. © 2015 Axway | Investor Relations 83
Slide 84: Twenty-six resolution
Twenty-sixt resolution • Authorisation granted to the Board of Directors to award stock options to qualifying Axway Group corporate officers and employees. © 2015 Axway | Investor Relations 84
Slide 85: Twenty-seven resolution
Twenty-seven reoslution • Authorisation 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. © 2015 Axway | Investor Relations 85
Slide 86: Twenty-eight resolution
Twenty-height resolution • Authorisation granted to the Board of Directors to grant bonus shares, whether existing or to be issued, to qualifying corporate officers or employees of the Axway Group. © 2015 Axway | Investor Relations 86
Slide 87: Twenty-nine resolution
Twenty-nine resolution • Modification of paragraph 2 of Article 29 "Access to General Meetings – Powers – Composition" of the Articles of Association to comply with the provisions of Article R. 225-85 of the French Commercial Code as amended by the provisions of Article 4 of Decree No. 2014-1466 of
Slide 88: Thirty resolution
Thirty resolution • Modification of paragraph 5 of Article 22 "Regulated agreements" of the Articles of Association to comply with new Article L. 225-39 of the French Commercial Code; amended by Article 6 of Order No. 2014-863 of 31 July 2014. © 2015 Axway | Investor Relations 88
Slide 89: Thirty-one resolution
Thirty-one resolution • Powers to perform legal formalities. © 2015 Axway | Investor Relations 89
Slide 90: Close of the Combined Shareholder's Meeting
Close of the Combined Shareholder's Meeting 22 June 2015 © 2014 Axway | Confidentiel 90