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 – 30 March 2021 – Euronext today announced that the virtual Annual General Meeting (“AGM”) will take place on Tuesday 11 May 2021 at 10:30 CET. Formally, the virtual AGM will be held at Beursplein 5, 1012 JW Amsterdam, The Netherlands.
In the light of the Dutch emergency law regarding General Meetings during the Covid-19 pandemic, the Managing Board of Euronext N.V. has taken the decision to allow shareholders to attend the meeting virtually only, via internet at https://channel.royalcast.com/landingpage/euronextwebcast/20210511_1/.
The agenda for the meeting is as follows:
- Presentation of the Chief Executive Officer (discussion item)
- Annual Report 2020
- Explanation of the policy on additions to reserves and dividends (discussion item)
- Proposal to adopt the 2020 remuneration report (voting item 1)
- Proposal to adopt the 2020 financial statements (voting item 2)
- Proposal to adopt a dividend of €157.7 million in the aggregate (voting item 3)
- Proposal to discharge the members of the Managing Board in respect of their duties performed during the year 2020 (voting item 4)
- Proposal to discharge the members of the Supervisory Board in respect of their duties performed during the year 2020 (voting item 5)
- Composition of the Supervisory Board
- Conditional appointment of Piero Novelli as a member of the Supervisory Board (voting item 6)
- Conditional appointment of Alessandra Ferone as a member of the Supervisory Board (voting item 7)
- Appointment of Diana Chan as a member of the Supervisory Board (voting item 8)
- Appointment of Olivier Sichel as a member of the Supervisory Board (voting item 9)
- Appointment of Rika Coppens as a member of the Supervisory Board (voting item 10)
- Composition of the Managing Board
- Appointment of Delphine d’Amarzit as a member of the Managing Board (voting item 11)
- Proposal to amend the remuneration policy with regard to the Managing Board (voting item 12)
- Proposal to amend the remuneration policy with regard to the Supervisory Board (voting item 13)
- Proposal to appoint the external auditor (voting item 14)
- Proposal to amend the Articles of Association of Euronext N.V. (voting item 15)
- Proposal to designate the Managing Board as the competent body:
a. to issue ordinary shares (voting item 16); and
b. to restrict or exclude the pre-emptive rights of shareholders (voting item 17)
- Proposal to authorise the Managing Board to acquire ordinary shares in the share capital of the company on behalf of the company (voting item 18)
- Any other business
The AGM will be conducted in English.
As communicated in Euronext’s Q4 2020 press release and in accordance with Euronext’s dividend policy, a pay-out ratio of 50% of reported net income representing a dividend for 2020 of €157.7 million will be proposed to the AGM. Based on the current number of issued and outstanding ordinary shares, this would result in a dividend of €2.25 per share. Euronext is currently preparing a private placement and a rights offer to issue new equity in connection with the contemplated acquisition of the Borsa Italiana Group1. Depending on the timing of the completion of the private placement and the rights offer, the actual number of issued and outstanding ordinary shares could increase, and consequently the dividend payment per share could be adjusted accordingly.
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 13 April 2021, after the 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 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 6 May 2021 by their financial intermediary for receipt no later than 7 May 2021 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 stating: name and city of residence of the Shareholder, number of shares, and declaration that the shares were in custody with the Euroclear France admitted institution on the Registration Date.
Shareholders holding their shares through Interbolsa in Portugal who wish to 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 6 May 2021 by their financial intermediary for receipt no later than 7 May 2021 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 stating: name and city of residence of the Shareholder and the number of shares on the Registration Date.
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 by 6 May 2021 at the latest, as it will not be possible to request an attendance card or to issue a power of attorney to a specified person other than the Chairman for this AGM.
Questions and information
As of Tuesday 30 March 2021, registered shareholders may submit written questions about the items on the agenda, by email to the Corporate Secretary, Mr Paul Theunissen at firstname.lastname@example.org with a copy of their certificate of holding. All questions received 72 hours prior to the AGM will be answered, directly or at the latest during the AGM, whether or not thematically, and these answers will be posted on the Euronext website.
Those shareholders who submit their questions in a timely manner and have received answers will be offered the opportunity to ask follow-up questions until 24 hours prior to the AGM. These questions will be answered directly or at the latest during the AGM, 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.
Euronext advises Shareholders to contact their financial intermediary if they have any questions.
There will be a live broadcast of the AGM via https://channel.royalcast.com/landingpage/euronextwebcast/20210511_1/.
Number of issued shares
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 persons to be appointed to the Supervisory Board and the Managing Board and the proposed amendments to the Articles of Association, as well as the 2020 Annual Report) is available:
- at the registered office of Euronext N.V.: Beursplein 5, 1012 JW Amsterdam, The Netherlands
- by email request to EuronextCorporateSecretary@euronext.com
- on Euronext’s website www.euronext.com/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
Aurélie Cohen (Europe/Paris) +33 1 70 48 24 45
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 €4.5 trillion in market capitalisation as of end December 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 Growth® and Euronext Access®, 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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1 London Stock Exchange Group Holdings Italia S.p.A. and its consolidated subsidiaries