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74software — Axway — Shareholder Meeting (June 2018)
67 slides from 74software's shareholder meeting presentation, Jun 6, 2018
Slide 1: Welcome to the General Shareholders' Meeting
Welcome to the General Shareholders’ Meeting 2018 Wednesday, 6 June 2018 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 group highlights the fact that the execution of license agreements, which often represent investments for clients, are more sign
Slide 3: Agenda
Agenda • Agenda of the General Meeting • Report of the Board of Directors • Reports of the Statutory Auditors • Information on the draft resolutions • Discussion • Vote on resolutions • Closing © 2018 Axway | General Meeting 2
Slide 4: Agenda 1/4
Agenda 1/4 Ordinary General Meeting • R1 - Approval of the annual financial statements and of the non-tax deductible expenses and charges. • R2 - Approval of the consolidated financial statements. • R3 - Appropriation of earnings. • R4 - Reappointment of Pierre-Yves Commanay as director. • R5 - Appo
Slide 5: Agenda 2/4
Agenda 2/4 Ordinary General Meeting • R10 - Approval of the components comprising the compensation and benefits in kind paid or attributed to Pierre Pasquier in his capacity as Chairman of the Board of Directors of the Company for the fiscal year ended 31 December 2017. • R11 - Approval of the princ
Slide 6: Agenda 3/4
Agenda 3/4 Ordinary General Meeting • R14 - Approval of the principles and criteria for the determination, distribution and allocation of the components comprising the total compensation of Patrick Donovan as Chief Executive Officer of the Company for the fiscal year ending 31 December 2018. • R15 -
Slide 7: Agenda 4/4
Agenda 4/4 Extraordinary General Meeting • R16 - Amending the age limit for the position of Chairman of the Board of Directors; Corresponding amendment of the Articles of Association. • R17 - Authorization for the Board of Directors, for a term of 38 months, to award bonus shares to employees and co
Slide 8: Agenda
Agenda • Agenda • Report of the Board of Directors • Reports of the Statutory Auditors • Information on the draft resolutions • Discussion • Voting on resolutions • Close © 2018 Axway | General Meeting 7
Slide 9: Axway, at a glance
Axway, at a glance Revenue: €299.8m Named a leader in the Gartner MQ for Content Collaboration Platforms. Formerly OPM: 13.5% referred to as Enterprise File FCF/Rev: 8.3% Synchronization and Sharing (July 2017) Equity: €344.1m Axway solutions are deployed by over Cash: €28.1m 11,000 companies spanni
Slide 10: 2017 Highlights
2017 Highlights • Acquisition of Syncplicity • Digital Transformation • Cloud & Saas (subscription) revolution • AMPLIFY Hybrid Integration Platform TM • Strong Q4 • Cost management • Corporate Fiscal Taxes in the USA © 2018 Axway | General Meeting 9
Slide 11: Balanced and resilient business model
Balanced and resilient business model 61% Recurring 2017 revenue by region 2017 revenue by activity Vs. 54% in 2016 28% (vs. 31% in 2016) 24% 22% 17% France Rest of License Services Europe 13% Cloud 5% 43% (vs. 41% in 2016) 48% Asia Pacific Americas Maintenance © 2018 Axway | General Meeting 10
Slide 12: 2017 Revenue by region
2017 Revenue by region 2016 2016 Total Organic In €m 2017 Published Restated1 Growth Growth1 France 83.8 94.2 94.2 -11.0% -11.0% Rest of Europe 71.7 68.8 67.4 4.3% 6.5% Americas 128.8 122.9 134.9 4.8% -4.5% Asia Pacific 15.6 15.3 15.2 1.8% 2.7% 301 Axway 299.8 301.1 311.6 -0.4% -3.8% (1) At constant
Slide 13: 2017 Revenue by activity
2017 Revenue by activity 2016 2016 Total Organic In €m 2017 Published Restated1 Growth Growth1 License 65.3 81.3 80.3 -19.6% -18.7% Cloud 37.5 - 32.8 - 14.4% Maintenance 145.4 143.0 141.4 1.7% 2.8% Services 51.6 76.8 57.1 -32.9% -9.6% Axway 299.8 301.1 311.6 -0.4% -3.8% (1) At constant exchange rate
Slide 14: Cloud Subscription Model - Revenue over the years
Cloud Subscription Model - Revenue over the years Renewal rate 93% €37.5m ACV €7.3m +14.4% Cloud TCV €16.3m 2017 2018 2019 2020 ACV: Annual Contract Value TCV: Total Contract Value Renewal rate: Revenue renewed each year (%) © 2018 Axway | General Meeting 13
Slide 15: The "Fish Model"
The “Fish Model” Impact of Investments in the New Capabilities Faster Revenue revenue growth Costs Lower investments needed in Cloud Impact of Transitioning to Consumption Pricing Model Transformation Time * Source - TSIA © 2018 Axway | General Meeting 14
Slide 16: 2017 Key figures
2017 Key figures 2016 In €m 2017 Published Revenue 299.8 301.1 of which Licence 65.3 81.3 of which Cloud 37.5 19.1 of which Maintenance 145.4 143.0 of which Services 51.6 57.7 Profit from business activity 40.5 50.8 (% revenue) 13.5% 16.9% Net Profit 4.4 31.5 (% revenue) 1.5% 10.5% © 2018 Axway | Ge
Slide 17: Become a leader in Hybrid Integration Platforms (HIP)
Become a leader in Hybrid Integration Platforms (HIP) 2020 TRENDS 2018 INVESTMENTS • Stable Top Line Organic Revenue Additional €15m • Grow Subscription Revenue • R&D to deliver Cloud Offers to €65-75m • Sales & Digital Marketing • 65% Recurring Revenue • Customer Satisfaction • Strategic M&A © 2018
Slide 18: Agenda
Agenda • Agenda of the General Meeting • Report of the Board of Directors • Reports of the Statutory Auditors • Information on the draft resolutions • Discussion • Voting on resolutions • Close © 2018 Axway | General Meeting 17
Slide 19: 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 © 2018 Axway | General Meeting 18
Slide 20: Agenda
Agenda • Agenda of the General Meeting • Report of the Board of Directors • Reports of the Statutory Auditors • Information on the draft resolutions • Discussion • Voting on resolutions • Close © 2018 Axway | General Meeting 19
Slide 21: Resolutions submitted for the approval of the Ordinary General Meeting
Information on the Resolutions submitted for the approval of the Ordinary General Meeting
Slide 22: OGM resolutions: Approval of financial statements
Information on the OGM resolutions • Resolutions 1 & 2: Approval of the parent company and consolidated financial statements at 31 December 2017 • Approve the annual financial statements for the fiscal year ended 31 December 2017, which show a profit of €16,983,376, and approve the transactions refl
Slide 23: OGM resolutions: Appropriation of earnings
Information on the OGM resolutions • Resolution 3: Appropriation of earnings • The General Meeting, voting under the quorum and majority conditions required for Ordinary General Meetings, notes that the distributable profit, before appropriation to the Company's legal reserve, determined as follows,
Slide 24: OGM resolutions: Reappointment of Pierre-Yves Commanay
Information on the OGM resolutions • Resolution 4: Reappointment of Pierre-Yves Commanay as director • The Board reminds shareholders that Pierre-Yves Commanay’s term of office as director has expired. The Board proposes that shareholders vote to renew this term of office on the basis of the work al
Slide 25: OGM resolutions: Appointment of Yann Metz-Pasquier
Information on the OGM resolutions • Resolution 5: Appointment of Yann Metz-Pasquier as director • The Board reminds shareholders that Yann Metz-Pasquier has served as an observer on the Board of Directors since June 2014 with the highest professionalism and diligence. He has made very significant c
Slide 26: OGM resolutions: Appointment of Marie-Hélène Rigal-Drogerys
Information on the OGM resolutions • Resolution 6: Appointment of Marie-Hélène Rigal-Drogerys as director • The Board of Directors of the Company needs to expand further to enhance its technical skills, enabling the Company to best comprehend increasingly specialized accounting regulations. • Accord
Slide 27: OGM resolutions: OEM Agreement with Sopra Banking
Information on the OGM resolutions • Resolution 7: OEM Agreement between Axway Software SA and Sopra Banking • The Company is currently working with Sopra Banking to create an OEM Digital Experience Platform, whereby Axway Software will supply to Sopra Banking some of its products for integration in
Slide 28: OGM resolutions: Statutory Auditors' special report
Information on the OGM resolutions • Resolution 8: Approval of the conclusions of the Statutory Auditors’ special report on regulated agreements and commitments • The Company has entered into regulated agreements and commitments within the meaning of Articles L. 225-38 et seq of the French Commercia
Slide 29: OGM resolutions: Directors' fees
Information on the OGM resolutions • Resolution 9: Determination of the directors’ fees allocated to the members of the Board of Directors for the 2018 fiscal year • We propose that the amount of directors’ fees to be distributed among the members of the Board of Directors for the current fiscal yea
Slide 30: OGM resolutions: Chairman compensation 2017
Information on the OGM resolutions • Resolution 10: Approval of the components comprising the compensation and benefits in kind paid or attributed to Pierre Pasquier in his capacity as Chairman of the Board of Directors of the Company for the fiscal year ended 31 December 2017. • The Chairman's comp
Slide 31: OGM resolutions: Chairman compensation principles 2018
Information on the OGM resolutions • Resolution 11: Approval of the principles and criteria for the determination, distribution and allocation of the components comprising the total compensation of Pierre Pasquier as Chairman of the Company’s Board for the fiscal year ending 31 December 2018. • It i
Slide 32: OGM resolutions: CEO compensation 2017 (1/2)
Information on the OGM resolutions (1/2) • Résolution 12: Approval of the components comprising the compensation and benefits in kind paid or attributed to Jean-Marc Lazzari in his capacity as Chief Executive Officer of the Company for the fiscal year ended 31 December 2017 • For the year ended 31 D
Slide 33: OGM resolutions: CEO compensation 2017 (2/2)
Information on the OGM resolutions (2/2) • Résolution 12: Approval of the components comprising the compensation and benefits in kind paid or attributed to Jean-Marc Lazzari in his capacity as Chief Executive Officer of the Company for the fiscal year ended 31 December 2017 • For the year ended 31 D
Slide 34: OGM resolutions: CEO compensation principles 2018
Information on the OGM resolutions • Resolution 13: Approval of the principles and criteria for the determination, distribution and allocation of the components comprising the total compensation of Jean-Marc Lazzari as Chief Executive Officer of the Company for the fiscal year ending 31 December 201
Slide 35: OGM resolutions: Patrick Donovan CEO compensation 2018
Information on the OGM resolutions • Resolution 14: Approval of the principles and criteria for the determination, distribution and allocation of the components comprising the total compensation of Patrick Donovan as Chief Executive Officer of the Company for the fiscal year ending 31 December 2018
Slide 36: OGM resolutions: Share buyback authorization
Information on the OGM resolutions • Resolution 15: Authorization to be given to the Board of Directors to buy back shares in the Company • Authorization to be given to the Board of Directors to buy back shares in the Company • Period of validity: 18 months. • Maximum purchase price: €47 excluding a
Slide 37: Resolutions submitted for the approval of the Extraordinary General Meeting
Information on the Resolutions submitted to the approval of the Extraordinary General Meeting
Slide 38: EGM resolutions: Age limit for Chairman
Information on the EGM resolutions • Resolution 16: Amending the age limit for the position of Chairman of the Board of Directors; Corresponding amendment of the Articles of Association • Since 22 December 2005, the functions of Chairman and Chief Executive Officer have been separated. In this gover
Slide 39: EGM resolutions: Bonus share grants
Information on the EGM resolutions • Resolution 17: Authorization for the Board of Directors to grant bonus shares to employees and company officers of the Company and of the companies in its Group • Existing shares or shares to be issued to eligible employees and/or company officers or some of them
Slide 40: Resolution 18: Powers for legal formalities
Information on the OGM resolutions • Resolution 18: • Powers granted to carry out legal formalities. © 2018 Axway | General Meeting 39
Slide 41: Agenda
Agenda • Agenda of the General Meeting • Report of the Board of Directors • Reports of the Statutory Auditors • Information on the draft resolutions • Discussion • Voting on resolutions • Close © 2018 Axway | General Meeting 40
Slide 42: Discussion
Discussion Simultaneous translation From English to French
Slide 43: Quorum & Majority
Quorum & Majority • Ordinary General Meeting • Quorum: (on first notice) 1/5 of the shares with voting rights • Majority: simple majority of the votes of the shareholders present or represented • Resolutions: 1 up to 15 included and 18 • Extraordinary General Meeting • Quorum (on first notice): ¼ of
Slide 44: Quorum
Quorum © 2018 Axway | General Meeting 43
Slide 45: 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 enter 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
Slide 46: Resolutions presented for approval of the Ordinary General Meeting
Resolutions presented for the approval of the Ordinary General Meeting
Slide 47: First resolution
First resolution Ordinary General Meeting Approval of the parent company financial statements and of the non-tax deductible expenses and charges. © 2018 Axway | General Meeting 46
Slide 48: Second resolution
Second resolution Ordinary General Meeting Approval of the consolidated financial statements. © 2018 Axway | General Meeting 47
Slide 49: Third resolution
Third resolution Ordinary General Meeting Appropriation of earnings. © 2018 Axway | General Meeting 48
Slide 50: Fourth resolution
Fourth resolution Ordinary General Meeting Reappointment of Pierre-Yves Commanay as director. © 2018 Axway | General Meeting 49
Slide 51: Fifth resolution
Fifth resolution Ordinary General Meeting Appointment of Yann Metz-Pasquier as director of Axway Software. © 2018 Axway | General Meeting 50
Slide 52: Sixth resolution
Sixth resolution Ordinary General Meeting Appointment of Marie-Hélène Rigal-Drogerys as director of Axway Software. © 2018 Axway | General Meeting 51
Slide 53: Seventh resolution
Seventh resolution Ordinary General Meeting Approval of the OEM Agreement between Axway Software SA and Sopra Banking. © 2018 Axway | General Meeting 52
Slide 54: Eighth resolution
Eighth resolution Ordinary General Meeting • Approval of the conclusions of the Statutory Auditors’ special report on regulated agreements and commitments. © 2018 Axway | General Meeting 53
Slide 55: Ninth resolution
Ninth resolution Ordinary General Meeting Determination of the directors’ fees allocated to members of the Board of Directors for the 2018 fiscal year. © 2018 Axway | General Meeting 54
Slide 56: Tenth resolution
Tenth resolution Ordinary General Meeting Approval of the components comprising the compensation and benefits in kind paid or attributed to Pierre Pasquier in his capacity as Chairman of the Board of Directors of the Company for the fiscal year ended 31 December 2017. © 2018 Axway | General Meeting
Slide 57: Eleventh resolution
Eleventh resolution Ordinary General Meeting Approval of the principles and criteria for the determination, distribution and allocation of the components comprising the total compensation of Pierre Pasquier as Chairman of the Company’s Board for the fiscal year ending 31 December 2018. © 2018 Axway
Slide 58: Twelfth resolution
Twelfth resolution Ordinary General Meeting Approval of the components comprising the compensation and benefits in kind paid or attributed to Jean-Marc Lazzari in his capacity as Chief Executive Officer of the Company for the fiscal year ended 31 December 2017. © 2018 Axway | General Meeting 57
Slide 59: Thirteenth resolution
Thirteenth resolution Ordinary General Meeting Approval of the principles and criteria for the determination, distribution and allocation of the components comprising the total compensation of Jean-Marc Lazzari as Chief Executive Officer of the Company for the fiscal year ending 31 December 2018. ©
Slide 60: Fourteenth resolution
Fourteenth resolution Ordinary General Meeting Approval of the principles and criteria for the determination, distribution and allocation of the components comprising the total compensation of Patrick Donovan as Chief Executive Officer of the Company for the fiscal year ending 31 December 2018. © 20
Slide 61: Fifteenth resolution
Fifteenth resolution Ordinary General Meeting Authorization to be given to the Board of Directors to buy back shares of the Company. © 2018 Axway | General Meeting 60
Slide 62: Resolutions presented for approval of the Extraordinary General Meeting
Resolutions presented to the approval of the Extraordinary General Meeting
Slide 63: Sixteenth resolution
Sixteenth resolution Extraordinary General Meeting Amending the age limit for the position of Chairman of the Board of Directors; Corresponding amendment of the Articles of Association. © 2018 Axway | General Meeting 62
Slide 64: Seventeenth resolution
Seventeenth resolution Extraordinary General Meeting Authorization for the Board of Directors to grant bonus shares to employees and company officers of the Company and of the companies in its Group © 2018 Axway | General Meeting 63
Slide 65: Eighteenth resolution
Eighteenth resolution Ordinary General Meeting Powers to perform legal formalities. © 2018 Axway | General Meeting 64
Slide 66: End of the General Shareholders' Meeting
End of the General Shareholders’ Meeting Wednesday 6 June 2018 Hôtel Le Meurice, Paris
Slide 67: 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] © 2018 Axway | General Meeting 66