Convening of the Annual General Meeting of Euronext N.V. - Seite 2

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

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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.