Convening of the Annual General Meeting of Euronext N.V.
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CONVENING OF THE ANNUAL GENERAL MEETING OF EURONEXT N.V.
Amsterdam, Brussels, Dublin, Lisbon, London, Oslo and Paris – 2 April 2020 – Euronext today announced that the Annual General Meeting (AGM) will take place on Thursday 14 May 2020 at 10.30 CET, at Beursplein 5, 1012 JW Amsterdam, The Netherlands, subject to any legislative developments in the context of the current COVID 19 crisis.
Shareholders are strongly encouraged to provide voting instructions and not to attend the AGM in person. To ensure as much interaction as possible, shareholders are invited to submit questions regarding the agenda items in advance by sending an email to email@example.com . Our aim is to answer during the meeting all questions submitted in advance. A webcast of the AGM will be available on https://channel.royalcast.com/webcast/euronextwebcast/20200514_1/. Other options are being explored. Announcements will be made on Euronext’s website (https://www.euronext.com/en/investor-relations/shareholder-meetings) closer to date.
The agenda for the meeting is as follows:
2. Presentation of the Chief Executive Officer (discussion item)
3. Annual report 2019
a. Explanation of the policy on additions to reserves and dividends (discussion item)
b. Proposal to adopt the 2019 remuneration report (voting item 1)
c. Proposal to adopt the 2019 financial statements (voting item 2)
d. Proposal to adopt a dividend of EUR 1.59 per ordinary share (voting item 3)
e. Proposal to discharge the members of the Managing Board in respect of their duties performed during the year 2019 (voting item 4)
f. Proposal to discharge the members of the Supervisory Board in respect of their duties performed during the year 2019 (voting item 5)
4. Composition of the Supervisory Board
a. Re-appointment of Dick Sluimers as a member of the Supervisory Board (voting item 6)
5. Composition of the Managing Board
a. Appointment of Øivind Amundsen as a member of the Managing Board (voting item 7)
b. Appointment of Georges Lauchard as a member of the Managing Board (voting item 8)
6. Proposal to adopt a new remuneration policy with regard to the Managing Board aligned with the Shareholder Rights Directive II as implemented in Dutch law (voting item 9)
7. Proposal to adopt a new remuneration policy with regard to the Supervisory Board aligned with the Shareholder Rights Directive II as implemented in Dutch law (voting item 10)
8. Proposal to appoint the external auditor (voting item 11)
9. Proposal to designate the Managing Board as the competent body:
a. to issue ordinary shares (voting item 12); and
b. to restrict or exclude the pre-emptive rights of shareholders (voting item 13)
10. Proposal to authorise the Managing Board to acquire ordinary shares in the share capital of the company on behalf of the company (voting item 14)
11. Proposal to authorise the Supervisory Board or Managing Board (subject to approval of the Supervisory Board) to grant rights to French beneficiaries to receive shares in accordance with Articles L225-197-1 and seq. of the French Code of commerce (voting item 15)
12. 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 16 April 2020, 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 Thursday 7 May 2020 by their financial intermediary for receipt no later than on Friday 8 May 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. 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 Thursday 7 May 2020 by their financial intermediary for receipt no later than on Friday 8 May 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). 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 articles of association of Euronext N.V. do not allow for electronic voting. If emergency legislation or emergency measures in that context are introduced in the Netherlands, this convening notice must be considered to include the possibility of electronic participation (and the exercise of rights).
Given the circumstances, shareholders are strongly encouraged to provide voting instructions and not to attend the AGM in person.
The AGM Documentation (i.e. this convening notice, the agenda and the explanatory notes thereto including the information on the persons to be appointed to the Supervisory Board and the Managing Board, as well as the 2019 Annual Report) 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
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
Euronext is the leading pan-European exchange, covering Belgium, France, Ireland, The Netherlands, Norway, Portugal and the UK. With close to 1,500 listed issuers worth €4.5 trillion in market capitalisation as of end December 2019, Euronext has an unmatched blue chip franchise that includes 26 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, 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, Euronext also operates Euronext GrowthTM and Euronext AccessTM, simplifying access to listing for SMEs. The Norwegian stock exchange and its clearing & settlement subsidiary, together operating as Oslo Børs VPS, joined Euronext on 17 June 2019.
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