2020 Universal Registration Document Download
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That’s Us. That’s Axway. Axway turns your heritage infrastructure into brilliant digital customer experiences, extending the value of your previous investments, adding new business capabilities, and putting you on a future-proof platform to drive your growth ambitions. For over 20 years, Axway’s missioncritical solutions have been crucial to 2020 your customers’ daily lives and, together, we’ll continue to delight them for the next 20. UNIVERSAL REGISTRATION DOCUMENT UNIVERSAL REGISTRATION France ANNUAL FINANCIAL REPORT Tour W 102, Terrasse Boieldieu 92085 France — Paris/La Défense Cedex P: +33 (0) 1.47.17.24.24 Universal Registration F: +33 (0) 1.47.17.22.23 Document 2020 USA 16220 N Scottsdale Road, Suite 500 Scottsdale, AZ 85254 P: +1.480.627.1800 F: +1.480.627.1801 axway.com investors.axway.com/en contents AXWAY PROFILE 2 NFPS 1 AXWAY GROUP AND ITS BUSINESS 6 ANNUAL FINANCIAL STATEMENTS 205 ACTIVITIES 17 6.1 Balance sheet 206 1.1 Axway’s history 18 6.2 Income statement 207 1.2 Overview of Axway’s markets 19 6.3 Notes to the 2020 annual financial statements 207 1.3 Axway’s strategy, activity and vision 22 6.4 Summary Axway Software SA’s results for the 1.4 Key figures and comments on the 2020 past five fiscal years 222 consolidated financial statements 26 6.5 Statutory Auditors’ report on the Annual 1.5 Comments on the Axway Software SA Financial Statements 223 2020 annual financial statements 29 1.6 Axway’s simplified structure 7 AXWAY SOFTWARE SHARE CAPITAL at 31 December 2020 32 AND SHARES 229 1.7 Axway’s Organisation 33 7.1 General information 230 1.8 Recent developments 34 7.2 Current share ownership 230 7.3 Changes in share capital 234 2 RISK MANAGEMENT 37 7.4 Shares held by the Company or on its behalf − 2.1 Risk factors 38 share buyback programme and market-making 2.2 Internal control and risk management 46 agreement 236 2.3 Preparation and processing of accounting 7.5 Issue authorisations granted to the Axway Board and financial information 50 of Directors – delegations granted by the 2.4 Insurance and risk hedging policy 52 General Meetings 238 7.6 Share subscription option plans 243 3 CORPORATE RESPONSIBILITY 55 7.7 Share price and trading volumes 244 7.8 Dividend 245 3.1 Axway, an innovative and responsible player in the digital sector 57 7.9 Information on takeover bids pursuant to Article L. 22-10-11 of the French 3.2 Employer commitment: attract, develop, Commercial Code 245 mobilise and retain engaged talent 62 3.3 Societal Commitment: establish our digital responsibility with our stakeholders 74 8 LEGAL AND ADMINISTRATIVE 3.4 Environmental commitment: reduce our direct INFORMATION 247 and indirect impact 82 8.1 Axway Software at a glance 248 3.5 Table of Employer, Societal and Environmental 8.2 Board of Directors and Executive Management 250 summary indicators 90 8.3 Rights, privileges and restrictions attached 3.6 Methodology note 91 to each category of shares outstanding 253 3.7 Certificate of disclosure by an Independent 8.4 General Meetings 254 Third-Party 93 8.5 Preparation and control of the Universal 3.8 Employee and environmental information Registration Document and certification cross-reference table 95 of the person responsible for the Universal Registration Document 257 4 CORPORATE GOVERNANCE 101 8.6 Provisional timetable for the publication 4.1 Composition and procedures of the of results 258 management and supervisory bodies 102 4.2 Regulated agreements and assessment of 9 COMBINED GENERAL MEETING everyday agreements 116 OF 25 MAY 2021 261 4.3 Code of Corporate Governance 119 9.1 Agenda 262 4.4 Compensation and benefits 120 9.2 Explanatory statement 263 4.5 Parent company financial statements, 9.3 Proposed resolutions 266 consolidated financial statements and appropriation of earnings 134 General remarks 273 4.6 Other reports 134 Glossary 274 5 CONSOLIDATED FINANCIAL Cross-reference tables 277 STATEMENTS 139 5.1 Consolidated income statement 140 5.2 Statement of comprehensive income 141 5.3 Consolidated statement of financial position 142 5.4 Consolidated statement of changes in equity 143 5.5 Consolidated statement of cash flows 144 5.6 Notes to the consolidated financial statements 145 5.7 Statutory Auditors’ report on the consolidated financial statements 198 The information required in the Non-Financial Performance Statement is identified in the contents and the relevant chapters by the abbreviation The information required in the Annual Financial Report is identified in the contents by the abbreviation AFR Universal Registration Document 2020 • Annual Financial Report • Management Report including the elements of the Extra- Financial Performance Statement • Information relating to the Corporate Governance Report and the information required for the General Meeting This Universal Registration Document was filed with the French Financial Markets Authority (Autorité des Marchés Financiers, AMF) on March 18, 2021, in accordance with Regulation (EU) no. 2017/1129, without prior approval in accordance with Article 9 of this Regulation. The Universal Registration Document may be used when securities are offered to the public or admitted to trading on a regulated market, if supplemented by a securities note and, where applicable, a summary and all amendments made to the Universal Registration Document. The resulting documents are approved as a whole by the AMF in accordance with Regulation (EU) 2017/1129. AXWAY - 2020 UNIVERSAL REGISTRATION DOCUMENT 1 Axway profile DISCUSSIONS e began our journey to transform Axway 3 years ago. While our products were well suited to our customers' needs, we realised that they needed Axway to evolve the way it interacted with them. For 20 years, the world's largest orgnisations and enterprises have trusted Axway to meet their critical W integration needs - Managed File Transfer, B2B integration, API management, Content Services, Accounting Integration etc. – our customers rely on our products every day, but they also expect us “Axway enters its 20th year to give them a new way forward. on a sound footing.” Our mission since 2018 has been to re-launch Axway's essential investments to continue creating value for its stakeholders over the next twenty years. We chose to slow down our historical focus on M&A, hile the unprecedented global mobilisation continues to and to place greater emphasis on the development combat a brutal and unforeseeable health and economic of our core business offerings. In 2018 and 2019, we crisis, it was particularly difficult to draw up an assessment gradually achieved our objectives and in 2020 we of 2020, a year we would like to forget for countless were able to complete our mission. We believed all reasons. elements were in place to be able to finish our work, W and while 2020 brought its share of challenges and Nevertheless, in 2020, Axway stood out for the resilience surprises, our teams continued to move forward of its business model in a radically disrupted environment. and were constantly innovating to achieve our The company skilfully overcame the numerous hurdles objectives. that the pandemic threw in its path and I am proud to say that Axway is entering its 20th year on a sound footing. In the world of software, celebrating 20 years is a major achievement. Today, Axway is a seasoned infrastructure market specialist but can demonstrate the agility of a leading technological company, as illustrated by the transformation of its business model. Spurred by Patrick Donovan and his teams, the last three Pierre PASQUIER years have seen numerous changes. In 2020, Axway Chairman of the Axway Board of Directors finalised its transformation plan to become a leader in its new markets and is now looking to the next chapter in its adventure. Over the next few years, Axway will continue to combine Digital technology will play a major role in our its pioneering experience with the ever renewed momentum future and software infrastructure is one of required by the global software publishing market. The its key components. Axway must be able to first phase of this new project is 2021, which we all hope seize the opportunities that will confirm its will be marked by a return to normality for our activities position as an independent leader. and lives. This will depend, as always, on the Company’s I know that in 2021, Axway’s 1,888 employees will once ability to propose the best technologies, again do their utmost to make their Company a committed experiences and offerings to its customers. player in its economic, social and societal ecosystem. By But furthermore, and above all, it will also combining value creation and commitment to the require flexibility and the capacity to adapt in Company’s various stakeholders, Axway can further its a world where uncertainty is the new development with ever growing success. normal. 2 AXWAY - 2020 UNIVERSAL REGISTRATION DOCUMENT axway.com e began our journey to transform Axway 3 years Through this perseverance, I am very pleased to see that our 2020 ago. While our products were well suited to our results and Axway's performance over the last three years are in line customers' needs, we realised that they needed with our ambitions. Our efforts have resulted in the desired returns Axway to evolve the way it interacted with them. for our key stakeholders: For 20 years, the world's largest orgnisations and enterprises have trusted Axway to meet their critical • We have invested and made significant operational changes W integration needs - Managed File Transfer, B2B in several key areas to be ever closer and more responsive to integration, API management, Content Services, our customers. As a result of these efforts, we have improved Accounting Integration etc.