Convening of the Annual General Meeting of Euronext N.V.

Convening of the Annual General Meeting of Euronext N.V.

Amsterdam, Brussels, Dublin, Lisbon, Milan, Oslo and Paris – 28 March 2024 – Euronext today announced that the Annual General Meeting (“AGM”) will take place on Wednesday 15 May 2024 at 10.30 CEST at Beursplein 5, 1012 JW Amsterdam, The Netherlands.

The agenda for the meeting is as follows:

1. Opening
2. Presentation of the Chief Executive Officer (discussion item)
3. Annual report 2023
   1. Updated Dutch Corporate Governance Code (discussion item)
   2. Explanation of the policy on additions to reserves and dividends (discussion item)
   3. Proposal to adopt the 2023 remuneration report (voting item 1)
   4. Proposal to adopt the 2023 financial statements (voting item 2)
   5. Proposal to adopt a dividend of €2.48 per ordinary share (voting item 3)
   6. Proposal to discharge the members of the Managing Board in respect of their duties performed during the year 2023 (voting item 4)
   7. Proposal to discharge the members of the Supervisory Board in respect of their duties performed during the year 2023 (voting item 5)
4. Composition of the Supervisory Board
   1. Re-appointment of Dick Sluimers as a member of the Supervisory Board (voting item 6)
   2. Appointment of Fedra Ribeiro as a member of the Supervisory Board (voting item 7)
   3. Appointment of Muriel De Lathouwer as a member of the Supervisory Board (voting item 8)
   4. Appointment of Koen Van Loo as a member of the Supervisory Board (voting item 9)
5. Composition of the Managing Board
   1. Re-appointment of Øivind Amundsen as a member of the Managing Board (voting item 10)
   2. Re-appointment of Simone Huis in ‘t Veld as a member of the Managing Board (voting item 11)
   3. Appointment of Simon Gallagher as a member of the Managing Board (voting item 12)
6. Proposal to appoint the external auditor (voting item 13)
7. Proposal regarding cancellation of the company’s own shares purchased by the company under the share repurchase program (voting item 14)
8. Proposal to designate the Managing Board as the competent body:
   a.        to issue ordinary shares (voting item 15); and
   b.        to restrict or exclude the pre-emptive rights of shareholders (voting item 16)
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 17)
10. Any other business
11. Close
    
    

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 17 April 2024, after 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 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 – Uptevia. The Shareholders should be aware that these documents must be received, no later than on Tuesday 7 May 2024 by their financial intermediary for receipt no later than on Friday 10 May 2024 by Uptevia, Assemblées Générales, 90-110 Esplanade du Général de Gaulle 92931 Paris La Défense 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 – Uptevia Corporate Trust. The Shareholders should be aware that these documents must be received, no later than on Tuesday 7 May 2024 by their financial intermediary for receipt no later than on Friday 10 May 2024 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.

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:

https://www.euronext.com/en/investor-relations/capital-and-shareholding

Webcast

There will be a live broadcast of the AGM via

https://channel.royalcast.com/landingpage/euronextwebcast/20240515_1/

AGM Documentation

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 2023 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 https://www.euronext.com/en/investor-relations/shareholder-meetings
• at Uptevia - Assemblées Générales – 90-110 Esplanade du Général de Gaulle 92931 Paris La Défense 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

CONTACTS  

About Euronext

Euronext is the leading pan-European market infrastructure, connecting European economies to global capital markets, to accelerate innovation and sustainable growth. It operates regulated exchanges in Belgium, France, Ireland, Italy, the Netherlands, Norway and Portugal. With nearly 1,900 listed issuers and around €6.6 trillion in market capitalisation as of end of December 2023, 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, one of Europe’s leading electronic fixed income trading 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. The Group provides a multi-asset clearing house through Euronext Clearing, and custody and settlement services through Euronext Securities central securities depositories in Denmark, Italy, Norway and Portugal. 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 a number of junior markets, simplifying access to listing for SMEs. For the latest news, go to euronext.com or follow us on X (twitter.com/euronext) and LinkedIn (linkedin.com/company/euronext)

Disclaimer

This press release is for information purposes only: it is not a recommendation to engage in investment activities and 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. This press release speaks only as of this date. Euronext refers to Euronext N.V. and its affiliates. Information regarding trademarks and intellectual property rights of Euronext is available at www.euronext.com/terms-use.

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Attachment

• PR 2024 AGM convening notice VF