Euronext - 2019 Universal Registration Document

General Description of the Company and Its Share Capital 6 Shareholder Structure

6.3 Shareholder Structure

GEOGRAPHIC BREAKDOWN OF THE FREE FLOAT IN 2019

The shareholding structure as of 31 December 2019 was as follows.

Portugal 1.64%

Rest of the World 2.50%

Rest of the Americas 2.20%

Shareholder

Number of shares % of capital

Reference shareholders

16,289,000

23.27%

Unidentified 5.56%

Norway 2.99% Belgium 2.88%

Treasury Shares

232,625

0.33%

Employees

111,494

0.16%

Free float

53,366,881

76.24%

The Netherlands 6.35% Rest of Europe 3.86%

TOTAL

70,000,000

100%

USA 34.22%

France 17.82%

United Kingdom 20.17%

6.4 Share Classes and Major Shareholders

6.4.1 REFERENCE SHAREHOLDERS Prior to the IPO, on 27 May 2014, a group of institutional investors (collectively, the “Reference shareholders”, and each a “Reference shareholder”) purchased an aggregate of 33.36% of the issued and outstanding Ordinary Shares from ICE, the selling shareholder at the IPO, at €19.20 or a 4% discount to the Offer Price (€20.00). This Group of Reference shareholders was comprised of Novo Banco, BNP Paribas S.A., BNP Paribas Fortis S.A./N.V., ABN AMRO Bank N.V. through its subsidiary ABN AMRO Participaties Fund I B.V., ASR Levensverzekering N.V. (a company of the ASR Nederland group), Caisse des Dépôts et Consignations, Bpifrance Participations, Euroclear S.A./N.V., Société Fédérale de Participations et d’Investissement/Federale Participatie – en Investeringsmaatschappij, Société Générale and BancoBPI Pension Fund represented by BPI Vida e Pensões – Companhia de Seguros, S.A. The Reference shareholders had entered into a reference shareholders agreement (the “Reference shareholders Agreement”) governing the relationship among the Reference shareholders. On 13 June 2017, Euronext was informed that the Reference shareholders had decided to extend an amended version of their agreement dated 3 June 2014, which was due to expire on 20 June 2017 and which was extended for a further period of two years commencing on 21 June 2017. Eight of the initial Reference shareholders adhered to the extension, at that time accounting for

23.86% of Euronext’s share capital. The new Reference shareholders group 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 Reference shareholders was maintained, as the Reference shareholders, acting jointly, retained their right to nominate one third of the Supervisory Board seats. On 14 December 2018, Caisse des Dépôts et Consignations announced it decided to simplify the structure of its shareholding in Euronext N.V., by transferring the 3.00% of the share capital of Euronext N.V. held by Bpifrance Participations to Caisse des Dépôts et Consignations itself, which already held directly 3.00% of the equity of Euronext N.V. as well. Further to the transaction, Caisse des Dépôts et Consignations held directly the 4,200,000 shares representing 6.00% of Euronext N.V. share capital. On 17 June 2019, Euronext was informed that the Reference Shareholders had decided to extend an amended version of their Reference Shareholders Agreement dated 21 June 2017 for a further period of two years commencing on 20 June 2019. The new Reference Shareholders group from that date comprised of five of the former members and accounted for 23.27% of Euronext share capital. The new Reference Shareholders agreed a new two- years lock-up period commencing on 20 June 2019 and expiring on 19 June 2021, maintaining their level of representation on the Supervisory Board.

136

www.euronext.com

2019 UNIVERSAL REGISTRATION DOCUMENT

Made with FlippingBook - Online Brochure Maker