Capital & Shareholding

Euronext’s issued share capital amounts to €171,370,070.40 and is divided into 107,106,294 Ordinary Shares.

Shareholding structure

as of 28 May 2021

Following the rights issue that occurred on 29 April 2021, whose settlement occurs on 14 May 2021, the average outstanding number of shares (basic) for the first semester of 2021 is 85,094,834  

For comparative purposes, average numbers of outstanding shares (basic) for previous comparative periods were restated using the bonus fraction.

As a results:

• For the first semester of 2021, the restated average number of outstanding shares (basic) is  85,094,834  
• For the first quarter of 2021, the restated average number of outstanding shares (basic) is  76,113,685  
• For the first semester of 2020, the restated average number of outstanding shares (basic) is 76,121,437
• For the first quarter of 2020, the restated average number of outstanding shares (basic) is 76,175,683  

As a reminder, Euronext EPS for periodic reporting is computed as follow:

• Q1 EPS = Net income for Q1 / Average number of outstanding shares over Q1
• Q2 EPS = (YTD-H1 Net income / Average number of outstanding shares over YTD-H1) – Q1 EPS
• Q3 EPS = (YTD-9M Net income / Average number of outstanding shares over YTD-9M) – (Q2 EPS + Q1 EPS)
• Q4 EPS = (FY Net income / Average number of outstanding shares over the year) – (Q3 EPS + Q2 EPS + Q1 EPS)

Euronext Reference Shareholders

Prior to the IPO, on 27 May 2014, a group of eleven institutional investors, collectively the “Reference shareholders” purchased an aggregate of 33.36% of the issued and outstanding Ordinary Shares from the ICE, the selling shareholder at the IPO. The Reference shareholders entered into a reference shareholders agreement (the “Reference shareholders Agreement”) governing the relationship among them.

On 13 June 2017, Euronext was informed that the Reference shareholders had decided to extend an amended version of their agreement dated 3 June 2014, which was due to expire on 20 June 2017 and which was extended for a further period of two years commencing on 21 June 2017. Eight of the initial Reference shareholders adhered to the extension, accounting for 23.86% of Euronext’s share capital. This new Reference shareholders group agreed to a new lock-up period of two years commencing on 21 June 2017 and expiring on 20 June 2019.

On 17 June 2019, Euronext was informed that the group of Reference Shareholders, has decided to extend an amended version of their Reference Shareholders Agreement. This agreement dated 21 June 2017 was due to expire on 20 June 2019, and has been extended for a further period of two years commencing on 20 June 2019. The new Reference Shareholders group comprises five of the existing members accounting for 23.27% of Euronext share capital. The new Reference Shareholders agreed a new two-years lock-up period commencing on 20 June 2019 and expiring on 19 June 2021. The Reference Shareholders maintain their current level of representation on the Euronext Supervisory Board retaining their right to jointly nominate one third of the Supervisory Board seats.

In addition to the renewed Reference Shareholders Agreement, the Letter Agreement dated 13 June 2017 has been amended. The revised Letter Agreement, dated 17 June 2019 aims at pursuing the regular dialogue between Euronext and its Reference Shareholders, addressing the following main topics:

• the right of the Euronext Reference Shareholders to retain one third of the Supervisory Board seats
• the use by the Euronext Boards of the delegated authorities for the issuance / repurchase of shares, with the possible exclusion or restriction of pre-emption rights
• the process of communication between Euronext and its Reference Shareholders, which includes periodical meetings on topics including strategy, governance and financing structure
• the consultation of the Euronext Reference Shareholders in the selection procedures in case of any vacancies for the CEO, the COO or Supervisory Board positions.

On 29 April 2021, as part of the completion of the acquisition of the Borsa Italiana Group, CDP Equity and Intesa Sanpaolo became parties to the Reference Shareholders’ Agreement by entering into the extension and amendment agreement with the Reference Shareholders; and the letter agreement between Euronext and its Reference Shareholders was amended. The Reference Shareholders Agreement, as extended and amended by the Extension and Amendment Agreement, will terminate three years from Completion.

The composition of the Reference Shareholders as of 28 May 2021 is as follows:

Further information on the Reference Shareholders Agreement, the Extension and Amendment Agreement and the Letter Agreement is set out under Section 6.4.1 of the 2020 Universal Registration Document.