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74software — Axway — Shareholder Meeting (May 2023)
44 slides from 74software's shareholder meeting presentation, May 11, 2023
Slide 1: 2023 Combined General Meeting
Access the 2022 Universal Registration Document 2023 Combined General Meeting 11 May 2023 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
2023 Combined General Meeting Office for the General Meeting Participants Pierre PASQUIER Franck KELOGLANIAN Patrick DONOVAN Chairman of the Secretary of the Chief Executive Officer Board of Directors Board of Directors Sandrine GIMAT Christophe BASTELICA Etienne DU VIGNAUX Statutory Auditor Vote-te
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 Franck Keloglanian Secretary of the Board of Directors
Slide 6: Resolutions for the Ordinary General Meeting (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 2022; Approval of non-tax deductible expenses and charges. 2. Approval of the consolidated financial statements for the year ended 31 December 2
Slide 7: Resolutions for the Ordinary General Meeting (10-15)
Agenda Resolutions presented for the approval of the Ordinary General Meeting 10. Approval of the compensation policy for the Chief Executive Officer. 11. Approval of the compensation policy for members of the Board of Directors. 12. Approval of the information set out in Section I of Article L. 22-
Slide 8: Resolutions for the Extraordinary General Meeting (16-19)
Agenda Resolutions presented for the approval of the Extraordinary General Meeting 16. Authorisation granted to the Board of Directors, for a period of 26 months, to cancel treasury shares bought back by the Company under the mechanism set out in Article L. 22-10-62 of the French Commercial Code. 17
Slide 9: Resolutions for the Extraordinary General Meeting (20-22)
Agenda Resolutions presented for the approval of the Extraordinary General Meeting 20. 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 share capital, up to a maximum of
Slide 10: Resolution 23
Agenda Resolutions presented for the approval of the Ordinary General Meeting 23. Powers to perform legal formalities. axway.com 10
Slide 11: Board of Directors' Report
Board of Directors’ Report Patrick Donovan Chief Executive Officer
Slide 12: Historic Q4 performance, FY targets exceeded
Historic Q4 performance, FY targets exceeded Organic growth* @ +5.5% vs. +1 to +3% target Profit on operating activities @ 14.7% vs. 12 to 14% target Portfolio rationalization executed as planned * Alternative performance measures are defined in the glossary at the end of this document. axway.com 12
Slide 13: Our stakeholders are at the heart of our strategy
Our stakeholders are at the heart of our strategy OUR CUSTOMERS OUR EMPLOYEES OUR SHAREHOLDERS Delivering brilliant Axway — The place to be Building a predictable, customer experience profitable company for the long term axway.com 13
Slide 14: We continue to deliver value to each of them
… and we continue to deliver value to each of them OUR CUSTOMERS OUR EMPLOYEES OUR SHAREHOLDERS Delivering brilliant Axway — The place to be Building a predictable, customer experience profitable company for the long term Customer satisfaction Employee Engagement Score Growth AND Profitability
Slide 15: Focus on strategic core product lines
Focus on strategic core product lines 4 Main product lines representing 90% of Axway’s revenue Axway Amplify API Managed File Transfer Management Platform Secure, reliable, and The only open, independent easy-to-manage solution for platform for governing APIs transferring data between across teams,
Slide 16: Optimization of the product portfolio
Optimization of the product portfolio REFOCUSED STRENGHENED Rationalization executed as planned: Acquisition of 3 non-growing and/or non-profitable specialized products disposed of or discontinued in 2022 €9.3m revenue which represent 3% of 2022 revenue Cloud Native Integration Platform (5% of 2021
Slide 17: Axway, a responsible and committed player
Axway, a responsible and committed player Business ethics Whistle-blowing system axway.com 17
Slide 18: 2022 Key Figures
2022 Key Figures € m Revenue compared to €285.5m in 2021, an organic growth* of 5.5% € m Profit on Operating Activities or 14.7% of revenue, up 320bps vs. 11.5% in 2021 + % Subscription Growth or €154.0m vs. €117.6m in 2021 + % ARR Growth or €196.5m vs. €174.8m in Q4 2021 * Alternative performance m
Slide 19: 2022 Full-Year Results
2022 Full-Year Results KEY FIGURES INCOME STATEMENT 2022 2021 In millions of euros €m % of Rev. €m % of Rev. Organic Growth* Total Growth Revenue 314.0 285.5 +5.5% +10.0% Cost of sales 91.4 83.3 Gross Profit 222.6 70.9% 202.3 70.8% Operating expenses 176.4 169.4 of which Sales and marketing 93.2 89.
Slide 20: 2022 Full-Year Results: Revenue by Activity
2022 Full-Year Results REVENUE BY ACTIVITY 4% 2021 2021 Total Organic 12% License [€m] 2022 Services Restated* Reported Growth Growth* License 11.6 19.6 18.6 -37.6% -40.8% 49% Subscription Subscription 154.0 117.6 114.2 +34.8% +31.0% Maintenance 111.2 125.0 119.0 -6.6% -11.1% 35% Maintenance Service
Slide 21: Very strong start to the year in Q1 2023
Very strong start to the year in Q1 2023 Q1 2022 Q1 2022 Total Organic [€m] Q1 2023 → Annual Recurrent Revenue Restated* Reported Growth Growth* (ARR) of €196.8m, up 12.3% on end-March 2022 License 2.1 3.5 3.7 -42.6% -39.5% → Quarterly revenue up 10.3% organically and 7.3% overall Subscription 37.8
Slide 22: Main Balance Sheet items at 31/12/2022
2022 Full-Year Results Main Balance Sheet items at 31/12/2022 Cash and cash equivalents DSO Total assets €18.3m 155 days €571.1m vs. €25.4m at 31/12/2021 vs. 121 days at 31/12/2021 vs. €582.9m at 31/12/2021 Net debt Current deferred revenues Total equity €69.5m €55.6m €327.8m vs. €36.5m at 31/12/202
Slide 23: Cash Flows and Covenants
2022 Full-Year Results CASH FLOWS In millions of euros 2022 2021 Net profit for the period -40.0 9.6 Change in operating working capital requirements -41.0 -26.2 Net cash from operating activities 13.0 12.9 Free cash flow 2.2 2.9 Net cash used in investing activities -11.1 -2.8 Net cash used in fina
Slide 24: Progressive normalization of Free Cash Flow
Progressive normalization of Free Cash Flow 80 22,00% Profit on Operating Activities (€m) BUSINESS MODEL FCF as a % of revenue 70 TRANSFORMATION 18,00% 60 14,00% 50 First Customer Managed Subscription Offer FCF / Rev. (%) POA (€m) 40 10,00% 30 6,00% 20 2,00% 10 0 -2,00% 2011 2012 2013 2014 2015 2016
Slide 25: Building our strength year after year
Building our strength year after year… 5 Years 2013-17 2023 2022 2021 2020 2019 2018 Average Average Guidance Organic Revenue Growth (%) +5.5% -2.7% +0.5% +3.3% -3.6% 0 to +3% excluding disposed products +7.4% +0.3% +1.6% +4.9% -2.2% +2.4% +1.6% Profit on Operating Activities (€m) 46.3 32.9 30.8 25.
Slide 26: Adjusting our mid-term ambitions
Adjusting our mid-term ambitions FROM NOW ON PREVIOUSLY Profit on Operating Activities ≥ 15% Profit on Operating Activities ≈ 20% Earnings per share ≥ €1 Revenue ≥ €500 million (including M&A) Opportunistic Strategy to €500m Revenue axway.com 26
Slide 27: Statutory Auditors' Reports
Statutory Auditors’ Reports
Slide 28: Statutory Auditors' Reports
Statutory Auditors’ Reports Statutory Auditors’ report on the consolidated financial statements: from page 204 of the 2022 Universal Registration Document Statutory Auditors’ report on the annual financial statements: from page 227 of the 2022 Universal Registration Document Statutory Auditors
Slide 29: Information on the proposed resolutions
Information on the proposed resolutions Franck Keloglanian Secretary of the Board of Directors
Slide 30: 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 31: 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 2022, showing a loss of €8,037,823; 2. Approval of the consolidated financial statements for the yea
Slide 32: Resolutions 4 to 7: Renewal of terms of office
Information on the proposed resolutions Ordinary General Meeting Resolutions 4 to 7: Renewal of terms of office Renewal for 4 years of the expired mandates of Mrs. Kathleen Clark-Bracco, Mrs. Emma Fernandez, Mr. Pierre Pasquier, Mr. Yves de Talhouët, based on the diversity of their profiles and expe
Slide 33: Resolutions 9 and 13: Compensation of the Chairman
Information on the proposed resolutions Ordinary General Meeting Resolutions 9 and 13: 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 34: Resolutions 8, 11 and 12: Compensation of Board members
Information on the proposed resolutions Ordinary General Meeting Resolutions 8, 11 and 12: Compensation of the members of the Board of Directors Principles : Attendance at Board of Directors’ meetings; Attendance at Committee meetings. Amounts : In 2022, compensation for mandate for a tota
Slide 35: Resolutions 10 and 14: Compensation of the CEO
Information on the proposed resolutions Ordinary General Meeting Resolutions 10 and 14: Compensation of the Chief Executive Officer Principles : Fixed compensation; Variable compensation equal to fixed compensation, when the following objectives are met: • 65% on financial performance quantita
Slide 36: Resolution 15: Share buyback programme
Information on the proposed resolutions Ordinary General Meeting Resolution 15: Share buyback programme 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 (excluding
Slide 37: Resolution 16: Cancellation of shares
Information on the proposed resolutions Extraordinary General Meeting Resolution 16: Cancellation of shares Authorization granted to the Board of Directors, for a period of 26 months, to cancel treasury shares held by the Company and purchased under the terms of Article L. 22-10-62 of the Commercial
Slide 38: Resolutions 17 to 21: Financial delegations and authorisations
Information on the proposed resolutions Extraordinary General Meeting Resolutions 17 to 21: Financial delegations and authorisations Resolution No. Purpose Duration Threshold or ceiling 26 17 Capital increase by incorporation of reserves, profits and/or premiums months 20 000 000 € Issue of ordinary
Slide 39: Resolution 22: Employee share-based incentive schemes
Information on the proposed resolutions Extraordinary General Meeting Resolutions 22: Employee share-based incentive schemes Resolution No. Purpose Duration Threshold or ceiling Share capital increase by issuing ordinary shares and/or securities 26 3% of share capital on the date of 22 granting acce
Slide 40: Resolution 23: Powers to perform legal formalities
Information on the proposed resolutions Ordinary General Meeting Resolution 23: Powers to perform legal formalities axway.com 40
Slide 41: Questions & Answers
axway Questions & Answers
Slide 42: Voting of the resolutions
Voting of the resolutions Franck Keloglanian Secretary of the Board of Directors
Slide 43: Closing of the General Meeting
Closing of the General Meeting Pierre PASQUIER Chairman of the Board of Directors
Slide 44: Alternative performance measures
Alternative performance measures ACV: Annual Contract Value – Annual contract value of a subscription agreement. ARR: Annual Recurrent Revenue – Expected annual billing amounts from all active maintenance and subscription agreements. Employee Engagement Score: Measurement of employee engagement thro