74software · EURONEXT:74SW
74software — Axway Software — Shareholder Meeting (June 2019)
41 slides from 74software's shareholder meeting presentation, Jun 5, 2019
Slide 1: 2019 Combined General Meeting
2019 Combined General Meeting Wednesday, June 5th 2019 Etoile Business Center - Paris
Slide 2: Forward-looking statements
Forward-looking statements • This presentation contains forecasts that may be subject to various risks and uncertainties concerning the company’s future growth and profitability. The Group highlights that signatures of license contracts, which often represent investments for customers, are historica
Slide 3: 2019 Combined General Meeting Agenda
2019 Combined General Meeting Agenda 1 – Combined General Meeting Agenda 2 – Board of Directors’ Report 3 – Auditors’ Reports 4 – Information about proposed resolutions 5 – Discussions and Q&A session 6 – Vote 7 – Closing of the Combined General Meeting 3
Slide 4: Combined General Meeting Agenda
Combined General Meeting Agenda Patrick Gouffran Corporate Secretary
Slide 5: Agenda (1/7)
Agenda (1/7) Requiring approval at the Ordinary General Meeting Notice published in the « Bulletins des Annonces Légales Obligatoires » on April 29, 2019 (n°51) and on May 17, 2019 (n°59) 1. Approval of the individual financial statements and of the non-deductible expenses. 2. Approval of the consol
Slide 6: Agenda (2/7)
Agenda (2/7) Requiring approval at the Ordinary General Meeting Notice published in the « Bulletins des Annonces Légales Obligatoires » on April 29, 2019 (n°51) and on May 17, 2019 (n°59) 10. Reappointment of Véronique de la Bachelerie as director. 11. Reappointment of Hervé Saint-Sauveur as directo
Slide 7: Agenda (3/7)
Agenda (3/7) Requiring approval at the Ordinary General Meeting Notice published in the « Bulletins des Annonces Légales Obligatoires » on April 29, 2019 (n°51) and on May 17, 2019 (n°59) 18. Approval of the principles and criteria for determining, allocating and awarding components of compensation
Slide 8: Agenda (4/7)
Agenda (4/7) Requiring approval at the Extraordinary General Meeting Notice published in the « Bulletins des Annonces Légales Obligatoires » on April 29, 2019 (n°51) and on May 17, 2019 (n°59) 24. Authorization granted to the Board of Directors to cancel the shares acquired by the Company under the
Slide 9: Agenda (5/7)
Agenda (5/7) Requiring approval at the Extraordinary General Meeting Notice published in the « Bulletins des Annonces Légales Obligatoires » on April 29, 2019 (n°51) and on May 17, 2019 (n°59) 28. Delegation of authority granted to the Board of Directors to increase the share capital by issuing ordi
Slide 10: Agenda (6/7)
Agenda (6/7) Requiring approval at the Extraordinary General Meeting Notice published in the « Bulletins des Annonces Légales Obligatoires » on April 29, 2019 (n°51) and on May 17, 2019 (n°59) 32. Overall limit on issue authorisations with retention or cancellation of preferential subscription right
Slide 11: Agenda (7/7)
Agenda (7/7) Requiring approval at the Ordinary General Meeting Notice published in the « Bulletins des Annonces Légales Obligatoires » on April 29, 2019 (n°51) and on May 17, 2019 (n°59) 38. Non-renewal and non-replacement of Finexsi Audit and Jean-Louis Simon as alternate Statutory Auditors. 39. P
Slide 12: Board of Directors' Report
Board of Directors’ Report Patrick Donovan Chief Executive Officer
Slide 13: Full-Year 2018 - Execution of the strategy
Full-Year 2018 - Execution of the strategy Signature Metric New ACV* (License + 3X New ACV) +7.8% +56.1% H2 vs. H1 Investment Operating margin (R&D + Sales & Marketing) on business activity +14.7% 11.2% 2020 Ambitions confirmed: Revenue of around €300 million / HIP** Market Leader * Alternative perf
Slide 14: Full-Year 2018 - Income Statement
Full-Year 2018 - Income Statement In millions of euros 2018 2017 Revenue 283.8 299.8 of which License 56.5 65.3 → Revenue down 3.6% of which Subscription 40.3 37.5 organically*, 2.7% at of which Maintenance 142.8 145.4 constant exchange rates, Subtotal License, Subscription & Maintenance 239.7 248.3
Slide 15: Full-Year 2018 - Advancing on our new business model
Full-Year 2018 - Advancing on our new business model New Weighting Weighted New → Accelerate the transition [€m] Signatures to Subscription models Factor Signatures Business Value Model → Improve the Customer life cycle License 56.5 1x 56.5 → Increase the number of access points to Axway New solutio
Slide 16: Full-Year 2018 - Revenue by Activity
Full-Year 2018 - Revenue by Activity 2017 2017 Total Organic 19.9% 15.6% [€m] 2018 Restated* Reported Growth Growth* License Services License 56.5 63.7 65.3 -13.4% -11.3% Subscription 40.3 38.6 37.5 7.5% 4.4% 14.2% Subscription Maintenance 142.8 141.6 145.4 -1.8% 0.9% 50.3% Services 44.2 50.5 51.6 -
Slide 17: Focus on Subscription activity in 2018
Focus on Subscription activity in 2018 2017 2017 Total Organic [€m] 2018 Restated* Reported Growth Growth* Subscription 40.3 38.6 37.5 7.5% 4.4% Revenue New ACV 13.1 8.4 7.3 79.6% 56.1% * Alternative performance measures are defined in the glossary at the end of this document 2018 Review → Successfu
Slide 18: Focus on License & Maintenance activities in 2018
Focus on License & Maintenance activities in 2018 2017 2017 Total Organic [€m] 2018 Restated* Reported Growth Growth* License 56.5 63.7 65.3 -13.4% -11.3% Maintenance 142.8 141.6 145.4 -1.8% 0.9% * Alternative performance measures are defined in the glossary at the end of this document 2018 Review →
Slide 19: Main Balance Sheet items at 31/12/2018
Main Balance Sheet items at 31/12/2018 Cash and equivalents DSO Total Assets €35.8m 77 days €553.8m vs. €28.1m at 31/12/2017 stable vs. 31/12/2017 vs. €551.1m at 31/12/2017 Net debt Current deferred revenues Total Equity €10.2m €75.2m €362.7m vs. €24.1m at 31/12/2017 vs. €67.3m at 31/12/2017 (+11.8%
Slide 20: Cash flows & Covenants at 31/12/2018
Cash flows & Covenants at 31/12/2018 In millions of euros 31/12/2018 31/12/2017 31/12/2018 31/12/2017 Net profit for the period 11.0 4.4 Change in operating working capital requirements -3.6 -11.7 EBITDA Cost of debt 45.2 40.2 Net cash from operating activities 22.6 29.6 (covenant > 5) Free cash flo
Slide 21: 2018, Acceleration of the execution of the strategy
2018, Acceleration of the execution of the strategy Technologies Products Customer Success Marketing → Portfolio audit and first → Creation of the Customer → Digital campaign to → Validation of the 2020 strategic rationalization Success Organisation support new offers strategic orientations with dec
Slide 22: 2018, Acceleration of the execution of the strategy
2018, Acceleration of the execution of the strategy Technologies Products Customer Success Marketing → Portfolio audit and first → Creation of the Customer → Digital campaign to → Validation of the 2020 strategic rationalization Success Organisation support new offers strategic orientations with dec
Slide 23: AMPLIFY: 15 years of strategic evolution
AMPLIFY™: 15 years of strategic evolution 2006 SECURELY MOVING AND INTEGRATING DATA 2008 BUSINESS CONTEXT 2013 DATA OPENESS 2017 CUSTOMER CENTRICITY AMPLIFY™ 2020 23
Slide 24: AMPLIFY: One Platform, One Experience, Multiple Integration
AMPLIFY™: One Platform, One Experience, Mutiple Integration Application API Managed Content B2B/EDI Integration Management File Transfer Collaboration (IPaaS) Unified Flow Event-driven Partner and consumer Portals and Developer catalog orchestration Choreography onboard/management marketplace tools
Slide 25: AMPLIFY: Setting the standard for HIP
AMPLIFY™: Setting the standard for HIP Endpoints AMPLIFY™ Products CRMs App Development B2B / EDI Cloud Services MFT General Ledgers Analytics Legacy Systems API Management etc. Content Collaboration 25
Slide 26: Auditors' Reports
Auditors’ Reports Bruno Pouget Sandrine Gimat Mazars Auditeurs & Conseils Associés
Slide 27: Auditors' Reports
Auditors’ Reports ➢ Statutory Auditors’ report on the consolidated and invididual financial statements. ➢ Statutory Auditors’ special report on regulated agreements and commitments. ➢ Other reports. 27
Slide 28: Information about proposed resolutions
Information about proposed resolutions Patrick Gouffran Corporate Secretary
Slide 29: Quorum and majority rules
Information about proposed resolutions Quorum and majority rules The resolutions proposed by the Board of Directors are presented on pages 253 and following of the 2018 Registration Document ➢ Ordinary General Meeting ▪ The resolutions submitted for the approval of the Ordinary General Meeting requi
Slide 30: Resolutions: financial statements, earnings and directors
Information about proposed resolutions ➢ 1st to 3rd resolutions: Approval of financial statements and appropriation of earnings ▪ Approval of the individual financial statements for the 2018 fiscal year, showing profit of € 22.8M. ▪ Approval of the consolidated financial statements for the 2018 fisc
Slide 31: Renewal of Directors' terms of office
Information about proposed resolutions ➢ 4th to 12th resolutions: Renewal of the terms of office of Directors (continued) IT & Software 2018 Name of the Director Financial expertise International dimension Independence expertise Attendance rate Mr Pierre Pasquier ✓ ✓ ✓ 100 % Mrs Kathleen Clark Bracc
Slide 32: Statutory Auditors and regulated agreements
Information about proposed resolutions ➢ 13th and 14th, 37th and 38th resolutions: Terms of office of the Statutory Auditors ▪ Renewal of the terms of office of the principal Statutory Auditors for a period of 6 years. ▪ Amendment of Article 24 of the Articles of Association, to reflect the new rule
Slide 33: Compensation of the Chairman
Information about proposed resolutions ➢ 17th and 18th resolutions: Compensation granted to the Chairman of the Company’s Board of Directors ▪ Principles: - Fixed compensation (dissociation of functions, specific missions, additional tasks). - Directors’ fees. - No variable compensation; No benefit
Slide 34: Chief Executive Officer's compensation
Information about proposed resolutions ➢ 20th, 21st and 22nd resolutions: Chief Executive Officer’s compensation ▪ Principles: - Fixed compensation. - Variable compensation: 80% of fixed compensation (60% on quantitative criteria – 40% on qualitative criteria). - Possibility of stock options’ alloca
Slide 35: Compensation of Jean-Marc Lazzari
Information about proposed resolutions ➢ 19th resolution: Compensation of Mr Jean-Marc Lazzari as Chief Executive Officer from January 1st 2018 to April 6th 2018. ▪ Fixed compensation of €113,389. ▪ No payment for variable compensation. ▪ No free shares allocation. ▪ Benefits in kind of €46,699 (exp
Slide 36: Directors' fees and share buyback program
Information about proposed resolutions ➢ 16th resolution: Determination of directors’ fees to be allocated to members of the Board of Directors ▪ Amount proposed for the 2019 fiscal year: €330,000 (versus €302,000 in 2018 or an increase of 9.3%). ▪ 2 new Board members representing a 16.7% increase i
Slide 37: Financial delegations and authorisations
Information about proposed resolutions ➢ 25th to 32nd resolutions: Financial delegations and authorisations Resolution Object Duration Limits 25th resolution Share capital increase by capitalising reserves, profits and share premiums. 26 months €20,000,000 Capital increase by issuing ordinary shares
Slide 38: Employee share-based incentive schemes
Information about proposed resolutions ➢ 33rd to 36th resolutions: Employee share-based incentive schemes ▪ Autorisation for 18 months to issue redeemable share subscription and/or purchase warrants (BSAARs) to employees and company officers of the Group representing a maximum of 1% of the Company’s
Slide 39: Closing of the Combined General Meeting
Closing of the Combined General Meeting
Slide 40: Alternative Performance Measures
Alternative Performance Measures • Restated revenue: Revenue for the prior year, adjusted for the consolidation scope and exchange rates of the current year. • Organic growth: Growth in revenue between the period under review and the prior period, restated for consolidation scope and exchange rate i
Slide 41: Contacts
Contacts Financial Communication Department Arthur CARLI +33 1 47 17 24 65 Sylvie PODETTI +33 1 47 17 22 40 Rina ANDRIAMIADANTSOA +33 1 47 17 24 04 Axway Software – Executive Management Tour W - 102 Terrasse Boieldieu 92085 - Paris La Défense Cedex France https://investors.axway.com – investorrelati