Renewal of Euronext Reference Shareholders Agreement

Renewal of Euronext Reference Shareholders Agreement

Renewal of Euronext Reference Shareholders Agreement

The FINANCIAL -- Euronext received on June 13 the information that the group of Reference Shareholders (RSH), holding 33.36% of its share capital, has decided to extend an amended version of their RSH Agreement.

This agreement dated 3 June 2014 was due to expire on 20 June 2017, and is now extended for a further period of two years commencing on 21 June 2017.

Eight RSH will adhere to such extension, now accounting for 23.86% of Euronext’s share capital. The new Reference Shareholders group has agreed to a new lock-up period of two years commencing on 21 June 2017 and expiring on 20 June 2019. The Supervisory Board representation of the Euronext RSH will be maintained, as the RSH, acting jointly, will retain their right to nominate one third of the Supervisory Board seats, according to Euronext.

Euronext has also been informed that the lock-up of the current Reference Shareholders Agreement has been waived in favour of BNP Paribas and Société Générale in order to enable them to sell down in a coordinated manner their excess stakes in Euronext representing approximately 4.4 million Euronext shares, totalling to approximately 6.3% of Euronext’s share capital.

In addition to the renewed RSH Agreement, the Letter Agreement of 4 June 2014 between Euronext and its RSH, as supplemented on 25 March 2015, has been amended and extended. The focus of the revised Letter Agreement dated 13 June 2017 is to strengthen the regular dialogue between Euronext and its RSH, addressing the following main topics:

the right of the Euronext RSH to retain one third of the Supervisory Board seats (3);

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 (for more detail, see the Appendix);

the process of communication between Euronext and the Euronext RSH, which includes periodical meetings on topics including strategy, governance and financing structure; and

the involvement of the Euronext RSH in the selection procedure in case of any vacancies for the CEO, the COO or Supervisory Board positions.

Rijnhard van Tets, Chairman of the Supervisory Board of Euronext N.V., said: “The new RSH Agreement maintains a core group of long-term, pan-European shareholders committed to support the growth strategy of Euronext. The reduction of the number of shares held by the RSH will increase Euronext’s free float. We want to take this opportunity to thank the RSH and their Committee of Representatives for their continuing support since the IPO of our company in June 2014.”