DECLARATION BY THE PERSON RESPONSIBLE FOR THE INTERIM FINANCIAL REPORT STATUTORY AUDITORS’ REPORT ON THE INTERIM FINANCIAL STATEMENTS MANAGEMENT REPORT HALF-YEAR FINANCIAL STATEMENTS CONDENSED INTERIM CONSOLIDATED 2 Other information 31 AXWAY - 2021 INTERIM FINANCIAL REPORT Other information Related-party transactions Note 19 Agreements entered into with parties related to the Axway Group were identified in Note 4.2 “Related-party transactions” in Axway’s 2020 Universal Registration Document, filed with the French Financial Markets Authority (AMF) on 18 March 2021, under no. D. 21-0147 and available on the Company’s website at http://www.investors.axway.com. The Axway 2020 Universal Registration Document also includes the Statutory Auditors report on regulated agreements. Excluding those agreements described in the 2020 Universal Registration Document, to the best of the Company’s knowledge, there were no new Axway Group related-party agreements in H1 2021 likely to have a material impact on the Company’s financial position or results during the period. Off-balance-sheet commitments and contingent liabilities Note 20 The Group’s off-balance sheet commitments are granted or received by Axway and its subsidiaries. These commitments have not significantly changed since 31 December 2020. At 30 June 2021, the Group complied with all covenants and commitments under the syndicated credit facility. Note that net debt used in the calculations does not include the impacts of application of IFRS 16, Leases, or employee profit-sharing liabilities. The syndicated credit facility totals €125 million and has been extended and will mature in January 2026. In addition, the Group was granted increased flexibility by its banks for acquisitions of less than €50 million, with no prior documentation now required. Three financial ratios must be met under covenants. These ratios are: “Net debt/EBITDA” ratio below 3.0 throughout the term of ● the loan. This ratio was 0.41 at 30 June 2021 (0.66 at 31 December 2020); “EBITDA/Financial expenses” ratio above 5.0 throughout ● the term of the loan. This ratio was 66.58 at 30 June 2021 (60.61 at 31 December 2020); “Net debt/Shareholders’ equity” ratio below 1.0 throughout ● the term of the loan. This ratio was 0.04 at 30 June 2021 (0.07 at 31 December 2020). The €36 million credit line on the RCF (Revolving Credit Facility) present at 31 December 2020 is still present at 30 June 2021, bringing the available amount of the syndicated facility to €89 million. As part of commitments received, Axway Software also enjoys an unused overdraft line of €20 million. Exceptional events and legal disputes Note 21 To the best of the Group’s knowledge, and notwithstanding the information provided herein, at the date of this report, no disputes or litigation known or ongoing could have a significant negative impact on the Group’s financial position. Events after the reporting period Note 22 Between 1 July 2021 and the date of the Board of Directors’ meeting, there were no significant events likely to impact the financial statements.
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