Axway Software: 2022 – 2023 share buyback program

PARIS–(BUSINESS WIRE)–Regulatory news:

In accordance with the provisions of article 241-2 and following. of the General Regulations of the Financial Markets Authority (AMF), article L 451-3 of the Monetary and Financial Code, European regulations and AMF decision no. 2018-01 of July 2, 2018, the purpose of this description is to specify the objectives and terms of the share buyback program of AXWAY SOFTWARE (Paris:AXW) (hereinafter the “Company”), the implementation of which was delegated to the Board of Directors, with the option of sub-delegation to its Chief Executive Officer, by the Combined General Meeting of May 24 2022.

I. Breakdown by objectives of equity securities held as of June 30, 2022

As of June 30, 2022, the Company held 460,744 treasury shares representing 2.13% of its share capital.

On this date, the shares held by the Company include:

– 36,986 shares held for liquidity purposes in Axway Software shares under a liquidity contract;

– 350,000 shares representing the cumulative total of share buybacks carried out since February 25, 2022;

– 73,758 managed registered shares of Axway Software.

No derivative instruments were used by Axway Software under its previous share buyback program.

II. Description of the new share buyback program

1. Issuer and securities

Axway Software is the issuer and the securities are ordinary shares of the Company, admitted to trading on compartment B of the regulated market of NYSE Euronext Paris under the ISIN code FR0011040500.

2. Date of the General Meeting that authorized the program

The Combined General Meeting of May 24, 2022 (in its fourteenth resolution).

3. Maximum share of capital and maximum number of shares that can be acquired

The shares may be purchased under the share buyback program within the limit of 10% of the Company’s share capital, ie 2,163,359 shares to date. This ceiling is calculated on the basis of the number of shares making up the capital on the date of redemption, it being specified that the total number of shares purchased by the Company to be kept or exchanged as part of an acquisition transaction, merger, demerger or contribution may not exceed 5% of the Company’s shares.

Taking into account the 460,744 shares already held (2.13% of the share capital), the maximum number of shares that the Company may acquire under this new share buyback program is 1,702,615, i.e. 10% share capital, unless the Company sells or cancels some or all of its existing portfolio.

4. Maximum purchase price of securities

The Combined General Meeting of May 24, 2022 authorized a maximum purchase price per share of €47 (excluding acquisition costs), i.e. a maximum amount for the program of €101,677,906 excluding acquisition costs.

At its meeting of July 26, 2022, the Company’s Board of Directors sub-delegated the implementation of the share buyback program to its Chief Executive Officer, who set a maximum purchase price per share (excluding acquisition) of 47 euros, in accordance with the authorization granted by the General Meeting. This limit can be revised if necessary.

5. Program Objectives

The objectives of the share buyback program authorized by the General Meeting of May 24, 2022 are:

  • allow the animation of the secondary market or ensure the liquidity of the Axway Software share through an investment services provider via a market animation contract in accordance with the regulations, it being specified that the number of shares used for the calculation of the aforementioned limit is equal to the number of shares bought back, minus the number of shares sold;

  • the retention of shares bought back for subsequent exchange or remittance in return for external growth, merger, demerger and contribution operations;

  • the coverage of stock option plans and/or the allocation of free (or similar) shares to employees and/or corporate officers of the Group, as well as the allocation of shares within the framework of a Group or Company savings plan (or similar), social profit-sharing and/or any form of allotment of shares to employees and/or corporate officers of the Group;

  • provide cover for transferable securities giving right to the allocation of Company shares with regard to the regulations in force;

  • possibly cancel the shares acquired, in accordance with the authorization given by the General Meeting of May 24, 2022 in its 14e extraordinary resolution;

  • pursue any other objective authorized or to be authorized by the regulations in force.

6. Terms of the share buyback program

Transactions carried out under the share buyback program set up by the Company may be carried out, on one or more occasions, by any means authorized by the applicable regulations, on or off the stock exchange, on a multilateral trading platform. , with a systematic internaliser or over the counter, in particular by buying or selling blocks of shares, or by using derivative instruments traded on a regulated market or over the counter (such as call and put options or any combination thereof) or subscription warrants or more generally transferable securities convertible into shares of the Company under the conditions and according to the procedures authorized by the competent market authorities and according to the decided by the Board of Directors or any person acting on the instructions of the Board of Directors. It is specified that the portion of the share buyback program carried out by acquisition of blocks of shares is unlimited and may represent the entirety of said program.

7. Duration of the program

The program will run for a period of eighteen (18) months from the date of authorization by the Combined General Meeting of May 24, 2022, i.e. until November 24, 2023 inclusive.

This document is available on the Company’s website, Investor Relations section:

https://investors.axway.com/en/calendar-publications/publications

Ryan H. Bowman