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74software — Axway — Shareholder Meeting (May 2022)
44 slides from 74software's shareholder meeting presentation, May 24, 2022
Slide 1: 2022 Combined General Meeting
Access the 2021 Universal Registration Document 2022 Combined General Meeting 24 May 2022 Etoile Business Center - Paris Welcome
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
2022 Combined General Meeting Office for the General Meeting Participants Pierre PASQUIER Michel CLERIN Patrick DONOVAN Chairman of the Board of Secretary of the Board Chief Executive Officer Directors of Directors Sandrine GIMAT Christophe BASTELICA Etienne DU VIGNAUX Statutory Auditor Vote-teller
Slide 4: Combined General Meeting Agenda
1 Combined General Meeting Agenda General meeting schedule 2 Board of Directors’ Report 3 Statutory Auditors’ Reports 4 Information on the proposed resolutions 5 Q&A session 6 Voting of the resolutions 7 Closing of the General Meeting axway.com 4
Slide 5: Agenda
Agenda Michel CLERIN Secretary of the Board of Directors
Slide 6: Resolutions for the Ordinary General Meeting
Agenda Resolutions presented for the approval of the Ordinary General Meeting 1. Approval of the annual financial statements for the year ended 31 December 2021 – Approval of non-tax deductible expenses and charges. 2. Approval of the consolidated financial statements for the year ended 31 December
Slide 7: Resolutions for the Ordinary General Meeting (continued)
Agenda Resolutions presented for the approval of the Ordinary General Meeting 10. Approval of the compensation policy for members of the Board of Directors. 11. Approval of the information set out in Section I of Article L. 22-10-9 of the French Commercial Code. 12. Approval of the fixed, variable a
Slide 8: Resolutions for the Extraordinary General Meeting
Agenda Resolutions presented for the approval of the Extraordinary General Meeting 15. Delegation of authority 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 securities,
Slide 9: Resolutions for the Extraordinary General Meeting (continued)
Agenda Resolutions presented for the approval of the Extraordinary General Meeting 18. Overall limit on authorisation ceilings set in the 15th and 16th resolutions of this General Meeting and the 16th and 18th resolutions of the General Meeting of 25 May 2021. 19. Authorisation to the Board of Direc
Slide 10: Resolutions for the Extraordinary and Ordinary Meetings
Agenda Resolutions presented for the approval of the Extraordinary General Meeting 21. Delegation of authority to the Board of Directors, for a period of 26 months, to increase the share capital through the issue of ordinary shares and/or securities granting access to share capital, with cancellatio
Slide 11: Board of Directors’ Report
Board of Directors’ Report Patrick DONOVAN Chief Executive Officer
Slide 12: Vision & Mission unchanged
Vision & Mission unchanged AXWAY ENABLES ENTERPRISES TO SECURELY OPEN EVERYTHING We believe that in order to create the most value for your customers, partners, and employees, you need to Open Everything by securely integrating and moving data across a complex world of old and new. 20-years of deliv
Slide 13: Delivering value to our three constituents
API integration platform Delivering value to our three constituents THE CUSTOMER THE EMPLOYEE THE SHAREHOLDER Delivering brilliant Axway — The place to be Building a predictable, customer experience profitable company for the long term axway.com 13
Slide 14: Delivering value to our Customers
API integration platform Delivering value to our Customers +16% THE CUSTOMER Delivering brilliant customer experience Net Promoter Score vs. 2020, 4 years’ continuous improvement 94% Revenue Renewal Rate renewed or moved to Subscription +7% New or Cross-sell Bookings representing 265 new customers a
Slide 15: Delivering value to our Employees
API integration platform Delivering value to our Employees 66% THE EMPLOYEE Axway — The place to be Employee Engagement Score above 60% for survey threshold 204 Recruited in 2021 during continued uncertain period 30% Feminization of the workplace improvement year over year axway.com 15
Slide 16: Delivering long-term value to our Shareholders
API integration platform Delivering long-term value to our Shareholders 93% THE THE CUSTOMER SHAREHOLDER Building a predictable, profitable company for Product Revenue Recurring the long term vs. 67% in 2016, only 5 years ago +4% Organic Revenue Growth vs. 2020, for the 4 main product lines: MFT, B2
Slide 17: 2021 Key Figures
2021 Key Figures €285.5m Revenue compared to €297.2m in 2020, an organic * decline of 2.7% 11.5% Margin on Operating Activities or €32.9m, compared to €30.8m (10.4%) in 2020 +18.9% Subscription Growth or €114.2m vs. €97.3m in 2020 +4.2% ACV Growth or €33.2m vs. €31.9m in 2020 * Alternative performan
Slide 18: Full-Year 2021 Income Statement
Full-Year 2021 KEY FIGURES INCOME STATEMENT 2021 2020 In millions of euros €m % of Rev. €m % of Rev. Organic Growth* Total Growth Revenue 285.5 297.2 -2.7% -3.9% Cost of sales 83.3 87.6 Gross Profit 202.3 70.8% 209.7 70.5% Operating expenses 169.4 178.8 of which Sales and marketing 89.0 92.9 of whic
Slide 19: Main Balance Sheet items at 31/12/2021
Full-Year 2021 Main Balance Sheet items at 31/12/2021 Cash and equivalents DSO Total assets €25.4m 121 days €582.9m vs. €16.2m at 31/12/2020 vs. 95 days at 31/12/2020 vs. €559.3m at 31/12/2020 Net debt Current deferred revenues Total equity €36.5m €55.8m €372.2m vs. €24.0m at 31/12/2020 vs. €54.7m a
Slide 20: Full-Year 2021 Revenue by Activity
Full-Year 2021 REVENUE BY ACTIVITY 6% 2020 2020 Total Organic License 12% [€m] 2021 Services Restated* Reported Growth Growth* License 18.6 25.3 25.8 -28.0% -26.6% Subscription 114.2 96.1 97.3 +17.4% +18.9% Maintenance 119.0 136.6 138.2 -13.9% -12.9% 40% Subscription 42% Maintenance Services 33.8 35
Slide 21: Customer Managed Subscription Renewals
Customer Managed Subscription Renewals 2022 to 2026 Revenue (€m) 70 Upfront Recurring 60 50 40 30 20 10 0 2022 2023 2024 2025 2026 axway.com 21
Slide 22: 2021 Cash flows & Covenants
Full-Year 2021 2021 Cash flows & Covenants at 31/12/2021 CASH FLOWS COVENANTS In millions of euros 31/12/2021 31/12/2020 31/12/2021 31/12/2020 31/12/2019 Net profit for the period 9.6 8.5 EBITDA Change in operating working capital requirements -26.2 -23.7 Cost of debt 73.0 60.6 43.9 Net cash from op
Slide 23: Free Cash Flow Impact
Free Cash Flow Impact 60 20% Profit on Operating Activities (€m) FCF as a % of Revenue 50 BUSINESS MODEL 15% TRANSFORMATION 40 First Customer Managed Subscription Offer 10% 30 5% 20 0% 10 POA FCF / Rev. (€m) 0 -5% (%) 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 23
Slide 24: Axway, an innovative and responsible player in the digital sector
Axway, an innovative and responsible player in the digital sector Corporate Social Responsibility Objectives EMPLOYER SOCIETAL ENVIRONMENTAL COMMITMENT COMMITMENT COMMITMENT Continue to shape Have a positive impact Contribute to the company we want to work for in our communities climate change mitig
Slide 25: Q1 2022: Revenue of €66.9 million, above forecasts
Q1 2022 : Revenue of €66.9 million, above forecasts Q1 2021 Q1 2021 Total Organic [€m] Q1 2022 Restated* Reported Growth Growth* ▪ Total revenue growth of 0.9%, organic decline of License 3.7 4.0 3.8 -3.2% -7.4% 2.4% ▪ Subscription activity up a Subscription 26.4 24.4 23.7 +11.4% +8.2% further 8.2%
Slide 26: Roadmap to an independent, growing, and profitable model
Roadmap to an independent, growing, and profitable model 01 02 03 VISION STRATEGY EXECUTION Open everything Leverage our portfolio Delivering value to the three constituents axway.com 26
Slide 27: Axway sets targets for 2022
“ Axway sets targets for 2022 : Organic revenue growth of between 1% and 3% Profit on operating activities representing 12% to 14% of revenue Strategy – Leverage the Portfolio : 2022 a year of Portfolio FOCUS 5 to 7% of unprofitable, declining revenue to be addressed in 2022 27
Slide 28: Statutory Auditors’ Reports
Statutory Auditors’ Reports
Slide 29: Statutory Auditors’ Reports
Statutory Auditors’ Reports → Statutory Auditors’ report on the consolidated financial statements: from page 173 of the 2021 Universal Registration Document → Statutory Auditors’ report on the annual financial statements: from page 192 of the 2021 Universal Registration Document → Statutory Auditors
Slide 30: Information on the proposed resolutions
Information on the proposed resolutions Michel CLERIN Secretary of the Board of Directors
Slide 31: 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 32: 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 2021, showing a loss of €7,843,108; 2. Approval of the consolidated financial statements for the yea
Slide 33: Resolutions 4 to 6: Renewal of terms of office
Information on the proposed resolutions Ordinary General Meeting Resolutions 4 to 6: Renewal of terms of office Renewal for 4 years of the expired mandates of Mrs. Marie-Hélène Rigal-Drogerys, Mr. Yann Metz-Pasquier and Mr. Pierre-Yves Commanay, based on the diversity of their profiles and expertise
Slide 34: Resolutions 8 and 12: Compensation of the Chairman
Information on the proposed resolutions Ordinary General Meeting Resolutions 8 and 12: 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
Slide 35: Resolutions 9 and 13: Compensation of the Chief Executive Officer
Information on the proposed resolutions Ordinary General Meeting Resolutions 9 and 13: Compensation of the Chief Executive Officer ▪ Principles : → Fixed compensation → Variable compensation equal to fixed compensation, when the following objectives are met: • 70% financial performance quantitative
Slide 36: Resolutions 7, 10 and 11: Compensation of Board members
Information on the proposed resolutions Ordinary General Meeting Resolutions 7, 10 and 11: Compensation of the members of the Board of Directors ▪ Principles : → Attendance at Board of Directors’ meetings; → Attendance at Committee meetings. ▪ Amounts : → In 2021, compensation for mandate for a tota
Slide 37: Resolution 14: Share buyback programme
Information on the proposed resolutions Ordinary General Meeting Resolution 14: Share buyback programme 14. 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 (exclud
Slide 38: Resolutions 15 to 18: Financial delegations and authorisations
Information on the proposed resolutions Extraordinary General Meeting Resolutions 15 to 18: Financial delegations and authorisations Resolution No. Purpose Duration Threshold or ceiling Share capital increase by issuing ordinary shares granting access to ordinary 26 €10,000,000 (shares) and 15 share
Slide 39: Resolutions 19 to 21: Employee share-based incentive schemes
Information on the proposed resolutions Extraordinary General Meeting Resolutions 19 to 21: Employee share-based incentive schemes Resolution No. Purpose Duration Threshold or ceiling Free grant of existing shares and/or shares to be issued to employees and/or 38 19 certain company officers of the C
Slide 40: Resolution 22: Powers to perform legal formalities
Information on the proposed resolutions Ordinary General Meeting Resolution 22: Powers to perform legal formalities axway.com 40
Slide 41: Questions & Answers
Questions & Answers Microphones are at your disposal Simultaneous interpretation
Slide 42: Voting of the resolutions
Voting of the resolutions Michel CLERIN Secretary of the Board of Directors
Slide 43: Closing of the General Meeting
Closing of the General Meeting
Slide 44: Glossary and Alternative performance measures
Glossary and 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 ex