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74software — Axway — Shareholder Meeting (May 2021)
34 slides from 74software's shareholder meeting presentation, May 25, 2021
Slide 1: Welcome - 2021 Combined General Meeting
Welcome 2021 Combined General Meeting Held in closed session and streamed live Tuesday 25 May 2021 at 2.30 p.m. axway.com 1
Slide 2: Context
2021 Combined General Meeting Context ▪ General Meeting held in closed session without the presence of shareholders ▪ General Meeting streamed live over the internet and by telephone ▪ Shareholders who have registered in advance can ask questions live during the meeting: → By dialling the telephone
Slide 3: Office and participants
2021 Combined General Meeting Office and participants Office for the 2021 Combined General Meeting Participants Pierre Pasquier Michel Clerin Patrick Donovan Chairman of the Secretary of the Chief Executive Officer Board of Directors Board of Directors Sandrina Gimat Christophe Bastelica Etienne du
Slide 4: Quorum
Quorum SHARES Number of shares comprising the share capital: 21,557,585 Number of shares with voting rights: 21,556,000 Quorum required OGM (1/5): 4,311,200 Quorum required EGM (1/4): 5,389,000 Shareholders present* or represented** hold 18,907,660 shares with voting rights, enabling the General Mee
Slide 5: Agenda
2021 Combined General Meeting Agenda 1. General Meeting Agenda 2. Board of Directors’ Reports 3. Statutory Auditors’ Reports 4. Questions & Answers 5. Information on the resolutions and voting results 6. Closing of the General Meeting axway.com 5
Slide 6: General Meeting Agenda
General Meeting Agenda axway.com 6
Slide 7: Notices of meeting published
“ The notices of meeting were published in the Bulletins des Annonces Légales Obligatoires of 19 April 2021 (no. 47) and 7 May 2021 (no. 55) axway.com 7
Slide 8: Resolutions presented for approval (1-9)
Agenda Resolutions presented for the approval of the Ordinary General Meeting 1. Approval of the annual financial statements for the year ended 31 December 2020. 2. Approval of the consolidated financial statements for the year ended 31 December 2020. 3. Appropriation of earnings for the year and se
Slide 9: Resolutions presented for approval (10-13)
Agenda Resolutions presented for the approval of the Ordinary General Meeting 10. Approval of the information set out in Section I of Article L. 22-10-9 of the French Commercial Code. 11. Approval of the fixed, variable and exceptional components of total compensation and benefits of all kind paid d
Slide 10: Extraordinary General Meeting resolutions (14-17)
Agenda Resolutions presented for the approval of the Extraordinary General Meeting 14. Authorisation granted to the Board of Directors, for a period of 26 months, to cancel the shares acquired by the Company under share buyback programmes and corresponding share capital reduction; powers conferred o
Slide 11: Extraordinary General Meeting resolutions (18-20)
Agenda Resolutions presented for the approval of the Extraordinary General Meeting 18. Delegation of authority granted to the Board of Directors, for a period of 26 months, to increase the share capital by issuing ordinary shares and/or securities granting access to ordinary shares, up to 10% of the
Slide 12: Resolution 21
Agenda Resolutions presented for the approval of the Ordinary General Meeting 21. Powers to perform legal formalities. axway.com 12
Slide 13: Board of Directors' Reports
Board of Directors’ Reports axway.com 13
Slide 14: Board of Directors' Reports
Board of Directors’ Reports → As the General Meeting will be held in closed session, the Board of Directors' reports will not be read in full. → The cross-reference tables appearing on pages 277 et seq. of Axway's 2020 Universal Registration Document, available for download on the Company's website,
Slide 15: Statutory Auditors' reports
Statutory Auditors’ reports Sandrina Gimat Bruno Pouget Statutory Auditor Statutory Auditor axway.com 15
Slide 16: Statutory Auditors' Reports
Statutory Auditors’ Reports → Report on the consolidated financial statements: From page 139 of the 2020 Universal Registration Document → Report on the annual financial statements: From page 205 of the 2020 Universal Registration Document → Special Report: From page 117 of the 2020 Universal Regist
Slide 17: Questions & Answers
Questions & Answers axway.com 17
Slide 18: Ask a question live
Ask a question live as a pre-registered shareholder by telephone → Dial the telephone number received on registration and appearing on the platform reserved for shareholders who have registered in advance → Then follow the operator’s instructions axway.com 18
Slide 19: Information on the resolutions and voting results
Information on the resolutions and voting results axway.com 19
Slide 20: Rules of quorum and majority
Information on the proposed resolutions Rules of quorum and majority Ordinary General Meeting → Resolutions falling within the jurisdiction of the Ordinary General Meeting require a quorum of one-fifth of shares with voting rights and a majority of votes cast by shareholders present or represented.
Slide 21: Quorum & majority
Quorum & majority SHARES Number of shares comprising the share capital: 21,557,585 Number of shares with voting rights: 21,556,000 Quorum required OGM (1/5): 4,311,200 Quorum required EGM (1/4): 5,389,000 VOTES CAST Number of votes cast represented: 33,314,637 Simple majority (50% of votes cast): 16
Slide 22: Financial statements and appropriation of earnings
Information on the proposed resolutions Ordinary General Meeting Resolutions 1 to 3 - Approval of the financial statements and appropriation of earnings ▪ 1 - Approval of the annual financial statements for the year ended 31 December 2020 ▪ 2 - Approval of the consolidated financial statements for t
Slide 23: Voting results: resolutions 1-3
Information on the proposed resolutions Ordinary General Meeting Resolutions 1 to 3 - Approval of the financial statements and appropriation of earnings Voting results Adopted by Votes Cast For Votes Cast Against Abstention Resolution 1 >99.99% 33,314,486 105 46 Resolution 2 >99.99% 33,314,486 105 4
Slide 24: Renewal of terms of office
Information on the proposed resolutions Ordinary General Meeting Resolutions 4 and 5 - Renewal of terms of office ▪ Renewal for 4 years of the expired terms of office of Mrs. Nicole-Claude Duplessix and Mr. Michael Gollner, based on the diversity of their profiles and expertise, beneficial to the de
Slide 25: Voting results: resolutions 4-5
Information on the proposed resolutions Ordinary General Meeting Resolutions 4 and 5 - Renewal of terms of office Voting results Adopted by Votes Cast For Votes Cast Against Abstention Resolution 4 >99.89% 33,280,784 33,805 48 Resolution 5 >99.99% 33,313,674 915 48 axway.com 25
Slide 26: Resolutions 6-12 - Compensation
Information on the proposed resolutions Ordinary General Meeting Resolutions 6 to 12 – Compensation ▪ 6 - Approval of the fixed annual sum of €330,000 allocated to members of the Board of Directors for fiscal year 2021 ▪ 7 - Approval of the compensation policy for the Chairman of the Board of Direct
Slide 27: Voting results: resolutions 6-12
Information on the proposed resolutions Ordinary General Meeting Resolutions 6 to 12 – Compensation Voting results Adopted by Votes Cast For Votes Cast Against Abstention Resolution 6 >99.99% 33,313,760 417 460 Resolution 7 >99.79% 33,246,845 67,332 460 Resolution 8 >91.76% 30,569,929 2,744,158 550
Slide 28: Share buyback programme and cancellation of shares
Information on the proposed resolutions Ordinary General Meeting Resolution 13 – Share buyback programme ▪ Renewal for 18 months of the authorisation for the Company to buy back its own shares at a maximum price of €47 (excluding acquisition costs) and up to a limit of 10% of the share capital on th
Slide 29: Voting results: resolutions 13-14
Information on the proposed resolutions Ordinary General Meeting Resolution 13 – Share buyback programme Voting results Adopted by Votes Cast For Votes Cast Against Abstention Resolution 13 >99.99% 33,313,680 854 103 Extraordinary General Meeting Resolution 14 – Cancellation of shares Voting results
Slide 30: Financial delegations and authorisations
Information on the proposed resolutions Extraordinary General Meeting Resolutions 15 to19 – Financial delegations and authorisations Subject Duration Threshold or ceiling Resolution 26 Share capital increase by capitalising reserves, profits or premiums €20,000,000 15 months Resolution Share capital
Slide 31: Voting results: resolutions 15-19
Information on the proposed resolutions Extraordinary General Meeting Resolutions 15 to19 – Financial delegations and authorisations Voting results Adopted by Votes Cast For Votes Cast Against Abstention Resolution 15 >99.99% 33,313,203 1,331 103 Resolution 16 >96.75% 32,234,703 1,079,831 103 Resolu
Slide 32: Employee share ownership; legal formalities
Information on the proposed resolutions Extraordinary General Meeting Resolution 20 – Employee share ownership ▪ Authorization for 26 months to increase the share capital, on one or more occasions, by issuing ordinary shares of the Company reserved for members of a Company savings plan for a maximum
Slide 33: Voting results: resolutions 20-21
Information on the proposed resolutions Extraordinary General Meeting Resolution 20 – Employee share ownership Voting results Adopted by Votes Cast For Votes Cast Against Abstention Resolution 20 >97.43% 32,460,395 853,929 313 Ordinary General Meeting Resolution 21 – Powers to perform legal formalit
Slide 34: Closing of the General Meeting
Closing of the General Meeting Thank you for participating For any questions: [email protected] ©2021 Axway axway.com 34