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:
- Opening
- 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
- Close
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
ptheunissen@euronext.com 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.
Webcast
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:
www.euronext.com/investor-relations/capital-and-shareholding
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 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
CONTACTS – EURONEXTMedia -
mediateam@euronext.com
Aurélie Cohen (Europe/Paris)
+33 1 70 48 24 45
Analysts & investors –
ir@euronext.comAurélie
Cohen
+33 1 70 48 24 27
About Euronext 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. 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. © 2021, Euronext N.V. -
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1 London Stock Exchange Group Holdings Italia S.p.A. and its
consolidated subsidiaries
- 20210330_Euronext AGM agenda PR FINAL
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