Convening of the Annual General Meeting of Shareholders of Euronext N.V.
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CONVENING OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF EURONEXT N.V.
Amsterdam, Brussels, Dublin, Lisbon, London and Paris – 4 April 2019 – Euronext today announced that its Annual General Meeting (AGM) will take place on Thursday 16 May 2019 at 10.30 CET, at Beursplein 5, 1012 JW Amsterdam, The Netherlands.
The agenda for the meeting is as follows:
2. Presentation of the Chief Executive Officer (discussion item)
3. Annual report 2018
a. Explanation of the implementation of the remuneration policy (discussion item)
b. Explanation of the policy on additions to reserves and dividends (discussion item)
c. Proposal to adopt the 2018 financial statements (voting item 1)
d. Proposal to adopt a dividend of EUR 1.54 per ordinary share (voting item 2)
e. Proposal to discharge the members of the Managing Board in respect of their duties performed during the year 2018 (voting item 3)
f. Proposal to discharge the members of the Supervisory Board in respect of their duties performed during the year 2018 (voting item 4)
4. Composition of the Supervisory Board
a. Re-appointment of Ramon Fernandez as a member of the Supervisory Board (voting item 5)
b. Re-appointment of Jim Gollan as a member of the Supervisory Board (voting item 6)
5. Composition of the Managing Board
a. Re-appointment of Maurice van Tilburg as a member of the Managing Board (voting item 7)
b. Appointment of Isabel Ucha as a member of the Managing Board (voting item 8)
6. Proposal to approve the acquisition by Euronext N.V. of up to 100% of the issued share capital of Oslo Børs VPS Holding ASA (voting item 9)
7. Proposal to appoint the external auditor (voting item 10)
8. Proposal to designate the Managing Board as the competent body:
a. to issue ordinary shares (voting item 11); and
b. to restrict or exclude the pre-emptive rights of shareholders (voting item 12)
9. Proposal to authorise the Managing Board to acquire ordinary shares in the share capital of the company on behalf of the company (voting item 13)
10. Any other business
The AGM will be conducted in English.
Registration date AGM
Pursuant to Dutch law and Euronext N.V.’s Articles of Association, the persons who will be considered as entitled to attend and vote at the AGM are those persons who are registered as such in the administrations held by their financial intermediaries (the "Shareholders") on Thursday 18 April 2019, after processing of all settlements on that date (the “Registration Date”).
Shareholders holding their shares through Euroclear France S.A. (i.e. the public) who wish to attend the AGM, 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 Tuesday 7 May 2019 by their financial intermediary for receipt no later than on Thursday 9 May 2019 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. This certificate will serve as the admission certificate for the AGM for the Shareholder.
Shareholders holding their shares through Interbolsa in Portugal who wish to attend the AGM, 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 Tuesday 7 May 2019 by their financial intermediary for receipt no later than on Thursday 9 May 2019 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). This certificate will serve as admission certificate for the AGM for the Shareholder.
We advise Shareholders to make contact with their financial intermediary for any questions.
Persons without a valid admission certificate will not be given access to the meeting. Attendants may be asked for identification prior to being admitted.
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 AGM Documentation (i.e. this convening notice, the agenda and the explanatory notes thereto including the information on the person to be appointed to the Managing Board in accordance with article 2:142 paragraph 3 of the Dutch Civil Code, as well as the Annual Report 2018) 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, 28 Anglesea Street, Dublin 2, Ireland
– 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/investors/general-meetings
·at BNP PARIBAS Securities Services CTS Assemblées Générales – 9 rue du Débarcadère
93761 Pantin Cedex, France - + 33 1 57 43 02 30
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
Pauline Bucaille: +33 1 70 48 24 41 ; firstname.lastname@example.org
Analysts & investors
Aurélie Cohen: +33 1 70 48 24 17 ; email@example.com
Euronext is the leading pan-European exchange in the Eurozone, covering Belgium, France, Ireland, The Netherlands, Portugal and the UK. With 1,300 listed issuers worth €3.4 trillion in market capitalisation as of end December 2018, Euronext is an unmatched blue chip franchise that has 24 issuers in the Morningstar® Eurozone 50 Index℠ 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, 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, Euronext also operates Euronext GrowthTM and Euronext AccessTM, simplifying access to listing for SMEs.
This press release is for information purposes only and is not a recommendation to engage in investment activities. This press release is provided “as is” without representation or warranty of any kind. While all reasonable care has been taken to ensure the accuracy of the content, Euronext does not guarantee its accuracy or completeness. Euronext will not be held liable for any loss or damages of any nature ensuing from using, trusting or acting on information provided. No information set out or referred to in this publication may be regarded as creating any right or obligation. The creation of rights and obligations in respect of financial products that are traded on the exchanges operated by Euronext’s subsidiaries shall depend solely on the applicable rules of the market operator. All proprietary rights and interest in or connected with this publication shall vest in Euronext.
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