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CONVENING OF AN EXTRAORDINARY GENERAL MEETING OF EURONEXT N.V.
Amsterdam, Brussels, Dublin, Lisbon, London, Oslo and Paris – 9 October 2020 – Euronext today announced that a virtual Extraordinary General Meeting (“EGM”) will take place on Friday 20 November 2020 at 10.30 CET. Formally, the virtual EGM will be held at Beursplein 5, 1012 JW Amsterdam, The Netherlands.
In the light of the Dutch emergency law regarding General Meetings, the Managing Board of Euronext N.V. has decided that shareholders can only attend the meeting virtually via internet at https://channel.royalcast.com/webcast/euronextwebcast/20201120_1/.
The agenda for the meeting is as follows:
2. Presentation of the Chief Executive Officer on the acquisition of the entire issued share capital of London Stock Exchange Group Holdings Italia S.p.A. (“The Proposed Combination”) (discussion item)
3. Resolutions in relation to the Proposed Combination
a. Approval of the Proposed Combination pursuant to section 2:107a Dutch Civil Code (voting item 1)
b. Designation of the Managing Board as the corporate body authorized to issue shares and/or to grant rights to subscribe for shares and exclude or limit related pre-emptive rights in connection with the Proposed Combination (Private Placement) (voting item 2)
c. Designation of the Managing Board as the corporate body authorized to issue shares and/or to grant rights to subscribe for shares and exclude or limit related pre-emptive rights in connection with the Proposed Combination (Rights Issue) (voting item 3)
The EGM will be conducted in English.
Registration date EGM
Pursuant to Dutch law and Euronext N.V.’s Articles of Association, the persons who will be considered as entitled to attend and give voting instructions or a voting proxy for the EGM are those persons who are registered as such in the administrations held by their financial intermediaries (the “Shareholders”) on Friday 23 October 2020, after processing of all settlements on that date (the “Registration Date”).
Registration and voting instructions
Shareholders holding their shares through Euroclear France S.A. (i.e. the public) who wish to attend the EGM, provide instructions or grant a power of attorney to vote on their behalf, must complete the form (voting form / attendance card request) provided for this purpose by their financial intermediary or by Euronext Securities Department – BNP PARIBAS Securities Services. The Shareholders should be aware that these documents must be received, no later than on Saturday 14 November 2020 by their financial intermediary for receipt no later than on Monday 16 November 2020 by BNP Paribas Securities Service CTS Assemblées Générales, 9 rue du Débarcadère 93761 Pantin Cedex, France. The financial intermediary should deliver to the Shareholder a certificate of holding containing: name and city of residence of the Shareholder; number of shares; name and city of residence of the attendee (if different from the Shareholder) and declaration that the shares were in custody with the Euroclear France admitted institution on the Registration Date. The certificate of holding will be used for authentication purposes in order to allow the asking of questions.
Shareholders holding their shares through Interbolsa in Portugal who wish to attend the EGM, provide instructions or grant a power of attorney to vote on their behalf, must complete the form (voting form / attendance card request) provided for this purpose by Euronext Securities Department – BNP PARIBAS Securities Services. The Shareholders should be aware that these documents must be received, no later than on Saturday 14 November 2020 by their financial intermediary for receipt no later than on Monday 16 November 2020 by BNP Paribas Securities Services, PT Local Team, Edificio ART’S – Av. D. Joao II – Lote 1.18.01, Bloco B, 1998-028 Lisboa, Portugal. The financial intermediary should deliver to the Shareholder a certificate of holding containing: name and city of residence of the Shareholder; number of shares on the Registration Date; name and city of residence of the attendee (if different from the Shareholder). The certificate of holding will be used for authentication purposes in order to allow the asking of questions.
We advise Shareholders to make contact with their financial intermediary for any questions.
Voting during the meeting will not be possible. Shareholders are requested to provide voting instructions or to issue a power of attorney to the Chairman ultimately on 14 November 2020, as it is not possible to request an attendance card or to issue a power of attorney to a specified person for this particular meeting.
Questions and information
As of Wednesday 23 October 2020, registered shareholders may submit written questions about the items on the agenda, by email to the Corporate Secretary at email@example.com, with a copy of their certificate of holding. All questions received 72 hours prior to the EGM will be answered at the latest at the EGM, whether or not thematically, and these answers will be posted on the Euronext website.
Those shareholders who submit their questions timely and have received answers, will be offered the opportunity to ask follow up questions until 24 hours prior to the EGM, which will be answered at the latest at the EGM, whether or not thematically, and these answers will also be posted on the Euronext website.
It will not be possible to ask questions during the meeting.
There will be a live broadcast of the EGM via: https://channel.royalcast.com/webcast/euronextwebcast/20201120_1/.
At the time of the publication of this convening notice, Euronext’s total issued share capital in number of issued shares and in voting rights is published on Euronext’s website:
The EGM Documentation (i.e. this convening notice, the agenda and the explanatory notes thereto, as well as a shareholders circular with respect to the envisaged transaction with Borsa Italiana) is available:
·at the registered office of Euronext N.V.: Beursplein 5, 1012 JW Amsterdam, The Netherlands
·at the following addresses:
– in Belgium: Euronext, Rue du Marquis, 1 / Markiesstraat 1, 1000 Bruxelles / 1000 Brussel, Belgium
– in France: Euronext, 14, place des Reflets, 92054 Paris La Défense, France
– in Ireland: Euronext, Exchange Buildings, Foster Place, Dublin 2, Ireland
– in Norway: Oslo Børs VPS, Tollbugata 2, 0152 Oslo, Norway
– in Portugal: Euronext, Av. da Liberdade, n.º 196 - 7º, 1250-147 Lisboa, Portugal
– in the United Kingdom: Euronext, 10th floor, 110 Cannon Street, London EC4N 6EU, United Kingdom
·on Euronext’s website https://www.euronext.com/en/investor-relations/shareholder-meetings
·at BNP PARIBAS Securities Services CTS Assemblées Générales – 9 rue du Débarcadère
93761 Pantin Cedex, France - + 33 1 57 43 02 30,
from the date of this Circular until the date of the Extraordinary General Meeting.
Managing Board and Supervisory Board of Euronext N.V.
Beursplein 5, 1012 JW Amsterdam, The Netherlands
Registered at the Dutch Chamber of Commerce, under number 60234520
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Euronext is the leading pan-European market infrastructure, connecting local economies to global capital markets, to accelerate innovation and sustainable growth. It operates regulated exchanges in Belgium, France, Ireland, The Netherlands, Norway and Portugal. With close to 1,500 listed issuers worth €3.8 trillion in market capitalisation as of end September 2020, it has an unmatched blue chip franchise and a strong diverse domestic and international client base. Euronext operates regulated and transparent equity and derivatives markets and is the largest centre for debt and funds listings in the world. Its total product offering includes Equities, FX, Exchange Traded Funds, Warrants & Certificates, Bonds, Derivatives, Commodities and Indices. Euronext also leverages its expertise in running markets by providing technology and managed services to third parties. In addition to its main regulated market, it also operates Euronext GrowthTM and Euronext AccessTM, simplifying access to listing for SMEs. Euronext provides custody and settlement services through central securities depositories in Denmark, Norway and Portugal.
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