Euronext - 2019 Universal Registration Document

General Description of the Company and Its Share Capital

2020 Financial Calendar

6.12 Dividends and Other Distributions

of the Supervisory Board or a proposal of the Managing Board, which has been approved by the Supervisory Board. Resolutions of the General Meeting with regard to a distribution at the expense of the reserves shall require the approval of the Managing Board and the Supervisory Board. The Managing Board is permitted to resolve to make interim distributions to Euronext shareholders, subject to approval of the Supervisory Board. The General Meeting may also resolve to make interim distributions to Euronext shareholders, pursuant to and in accordance with a proposal thereto by the Managing Board, which has been approved by the Supervisory Board. The Managing Board may decide that, subject to approval of the Supervisory Board, a distribution on shares shall not be made in cash or not entirely made in cash but other than in cash, including but not limited in the form of shares in the Company or decide that shareholders shall be given the option to receive a distribution either in cash or other than in cash. The Managing Board shall, subject to approval of the Supervisory Board, determine the conditions under which such option can be given to Euronext’s shareholders. Shareholders are entitled to share the profit pro rata to their shareholding. Claims to dividends and other distributions not made within five years from the date that such dividends or distributions became payable will lapse, and any such amounts will be considered to have been forfeited to Euronext ( verjaring ). For the previous years, the following amounts of dividend per share were paid:

Euronext may make distributions to its shareholders only insofar as its shareholders’ equity exceeds the sum of the paid-in and called- up share capital plus the reserves as required to be maintained by Dutch law or by its Articles of Association. Under Euronext’s Articles of Association, the Managing Board decides which part of any profit will be reserved. At the time of its IPO in 2014, Euronext’s dividend policy was established to achieve a dividend pay-out ratio of approximately 50% of net income, upon the approval of the Annual General Meeting, and as long as the Company is in position to pay this dividend while meeting all its various duties and obligations. In May 2017, Euronext decided to complement this policy, for the remainder of its “Agility for Growth” strategic plan with the introduction of a floor to the dividend per share. Starting at the Annual General Meeting in 2017 and until the Annual General Meeting in 2020, Euronext dividend policy is to distribute the highest of 50% of the reported net income and a floor at €1.42 per share, upon the approval of the Annual General Meeting, and as long as the Company is in position to pay this dividend while meeting all its various duties and obligations. Following the early repayment of its previous term loan facility on 23 March 2017 (See section 5.1.10), and under the conditions of the new bank loan facility in which the Group entered on 18 July 2017, Euronext is no longer restricted to distributions, share repurchases or share redemptions. Repurchase of shares for the needs of the Employee Offering and employee shareholding and management incentive programs that Euronext may implement from time to time, which may be offered for free or at a discount and repurchase of shares in accordance with liquidity or market making programmes are not restricted within the Facilities Agreement. Euronext may make a distribution of dividends to its shareholders only after the adoption of Euronext’s statutory annual accounts demonstrating that such distribution is legally permitted. The profit, as this appears from the adopted annual accounts, shall be at the free disposal of the General Meeting, provided that the General Meeting may only resolve on any reservation of the profits or the distribution of any profits pursuant to and in accordance with a proposal thereto

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For the year 2014

€0.84

For the year 2015

€1.24

For the year 2016

€1.42

For the year 2017

€1.73

For the year 2018

€1.54

6.13 2020 Financial Calendar

First Quarter 2020 Results

13 May 2020

Annual General Meeting

14 May 2020

Second Quarter and First Half 2020 Results

29 July 2020

Third Quarter 2020 Results

5 November 2020

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2019 UNIVERSAL REGISTRATION DOCUMENT