Convening of an Extraordinary General Meeting of Euronext N.V.
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CONVENING OF AN EXTRAORDINARY GENERAL MEETING OF
EURONEXT N.V.
Amsterdam, Brussels, Dublin, Lisbon, London, Oslo and
Paris – 9 October 2020 – Euronext
today announced that a virtual Extraordinary General Meeting
(“EGM”) will take place on Friday 20 November 2020 at 10.30 CET.
Formally, the virtual EGM will be held at Beursplein 5, 1012 JW
Amsterdam, The Netherlands.
In the light of the Dutch emergency law regarding General
Meetings, the Managing Board of Euronext N.V. has decided that
shareholders can only attend the meeting virtually via internet at
https://channel.royalcast.com/webcast/euronextwebcast/20201120_1/.
The agenda for the meeting is as follows:
1.
Opening
2.
Presentation of the Chief Executive Officer on the acquisition of
the entire issued share capital of London Stock Exchange Group
Holdings Italia S.p.A. (“The Proposed Combination”) (discussion
item)
3.
Resolutions in relation to the Proposed Combination
a.
Approval of the Proposed Combination pursuant to section 2:107a
Dutch Civil Code (voting item 1)
b.
Designation of the Managing Board as the corporate body authorized
to issue shares and/or to grant rights to subscribe for shares and
exclude or limit related pre-emptive rights in connection with the
Proposed Combination (Private Placement) (voting item 2)
c.
Designation of the Managing Board as the corporate body authorized
to issue shares and/or to grant rights to subscribe for shares and
exclude or limit related pre-emptive rights in connection with the
Proposed Combination (Rights Issue) (voting item 3)
4.
Close
The EGM will be conducted in English.
Registration date EGM
Pursuant to Dutch law and Euronext N.V.’s
Articles of Association, the persons who will be considered as
entitled to attend and give voting instructions or a voting proxy
for the EGM are those persons who are registered as such in the
administrations held by their financial intermediaries (the
“Shareholders”) on Friday 23 October 2020, 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 EGM,
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 Saturday 14 November 2020 by
their financial intermediary for receipt no later than on Monday 16
November 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. The certificate of holding
will be used for authentication purposes in order to allow the
asking of questions.
Shareholders holding their shares through
Interbolsa in Portugal who wish to attend the EGM, 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 Saturday 14
November 2020 by their financial intermediary for receipt no later
than on Monday 16 November 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). The
certificate of holding will be used for authentication purposes in
order to allow the asking of questions.
We advise Shareholders to make contact with
their financial intermediary for any questions.
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 ultimately on 14 November
2020, as it is not possible to request an attendance card or to
issue a power of attorney to a specified person for this particular
meeting.
Questions and information
As of Wednesday 23 October 2020, registered
shareholders may submit written questions about the items on the
agenda, by email to the Corporate Secretary at
ptheunissen@euronext.com, with a copy of their certificate of
holding. All questions received 72 hours prior to the EGM will be
answered at the latest at the EGM, whether or not thematically, and
these answers will be posted on the Euronext website.
Those shareholders who submit their questions
timely and have received answers, will be offered the opportunity
to ask follow up questions until 24 hours prior to the EGM, which
will be answered at the latest at the EGM, 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.
Webcast
There will be a live broadcast of the EGM via:
https://channel.royalcast.com/webcast/euronextwebcast/20201120_1/.
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
Egm Documentation
The EGM Documentation (i.e. this convening notice, the agenda
and the explanatory notes thereto, as well as a shareholders
circular with respect to the envisaged transaction with Borsa
Italiana) 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,
from the date of this Circular until the date of
the Extraordinary General Meeting.
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 – EURONEXTMedia -
mediateam@euronext.comParis Press
office
+33 1 70 48 24 45
Aurélie Cohen (Europe/Paris)
+33 1 70 48 24 17
Analysts & investors –
ir@euronext.comAurélie
Cohen
+33 1 70 48 24 17 Clément
Kubiak
+33 1 70 48 26 33
About EuronextEuronext 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 €3.8 trillion in market
capitalisation as of end September 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 GrowthTM and Euronext
AccessTM, simplifying access to listing for SMEs. Euronext
provides custody and settlement services through central
securities depositories in Denmark, Norway and Portugal. For
the latest news, follow us on Twitter (twitter.com/euronext) and
LinkedIn (linkedin.com/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.
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regarding trademarks and intellectual property rights of Euronext
is available at www.euronext.com/terms-use. © 2020, Euronext N.V. -
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- 20201009 - Euronext EGM Convening 20 November 2020
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