Euronext - 2020 Universal Registration Document

General Description of the Company and its Share Capital 6 Legal Information on the Company

6.1 Legal Information on the Company

6.1.1 GENERAL Euronext is a public company with limited liability ( naamloze vennootschap ) incorporated under the laws of the Netherlands and is domiciled in the Netherlands. The Company was incorporated in the Netherlands on 15 March 2014. Euronext’s statutory seat ( statutaire zetel ) is in Amsterdam, the Netherlands, and its registered office and principal place of business is at Beursplein 5, 1012 JW Amsterdam, the Netherlands. The Company is registered with the trade register of the Chamber of Commerce for Amsterdam, the Netherlands, under number 60234520, and the telephone number is +31 (0)20-7214444. Euronext’s LEI is 724500QJ4QSZ3H9QU415 and its corporate website is https://www.euronext.com/en. Other than the sections of the 2019 Universal Registration Document and of the 2018 Registration Document that are explicitly incorporated by reference in this Universal Registration Document, the contents of Euronext’s website, or of websites accessible from hyperlinks on that website, do not form part of, and are not incorporated by reference into, this Universal Registration Document.

6.1.2 CORPORATE OBJECTS Euronext’s corporate objects, as set out in Article 3 of the Articles of Association, are to participate and to manage other enterprises and companies of which the objects are to set up, develop, hold and operate, directly or indirectly, one or more regulated and other markets or other facilities with regard to the listing of, the trading in, the post-trade processing of transactions in, and related services and process in, securities and derivatives, as well as to manage and finance subsidiaries, to enter into joint ventures with other enterprises and other companies engaged in one or more of the activities referred to above; to acquire, operate and dispose of industrial and intellectual property rights as well as real property; to provide security for the debts of the Company, its subsidiaries or any other legal person and to undertake all that is connected to the foregoing or in furtherance thereof.

6.2 Share Capital

6.2.1

AUTHORISED AND ISSUED SHARE CAPITAL

All shares carry the same voting rights, with the exception of shares that are held by the Company or its subsidiaries, which are not entitled to be voted upon. There are no convertible securities, exchangeable securities or securities with warrants in Euronext. All of the Ordinary Shares represent capital in Euronext. No share or loan capital of any member of the Euronext Group is under option or agreed, conditionally or unconditionally, to be put under option. Euronext is subject to the provisions of the Dutch Financial Supervision Act and the Articles of Association with regard to the issue of shares following admission. The shares are in registered form and are only available in the form of an entry in Euronext’s shareholders’ register and not in certificated form. ISSUE OF SHARES Under its Articles of Association Euronext may issue shares, or grant rights to subscribe for shares, only pursuant to a resolution of the general meeting upon proposal of the Supervisory Board or upon proposal of the Managing Board, which proposal has been approved by the Supervisory Board. Euronext’s Articles of Association provide that the general meeting may designate the authority to issue shares or grant rights to subscribe for shares, to the Managing Board upon proposal of the Supervisory Board on a proposal of the Managing Board, which 6.2.2

Under the Articles of Association, Euronext’s authorised share capital amounts to €200,000,001.60 and is divided into 125,000,000 Ordinary Shares, each with a nominal value of €1.60 and one priority share with a nominal value of €1.60. All of Euronext’s shares have been or will be created under Dutch law. As of 31 December 2020, Euronext’s issued share capital amounts to €112,000,000 and is divided into 70,000,000 Ordinary Shares. The Priority Share is currently not outstanding. As of 31 December 2020, Euronext held 329,465 shares in its own share capital. All shares that are issued at the Universal date of the Registration Document are fully paid up. No change occured in Euronext’s issued share capital during 2020, 2019 nor 2018. Under the private placement agreement between Euronext, on completion of the Proposed Combination (see section 1.2.2 – Update in 2020 for more information on the contemplated acquisition of the Borsa Italiana Group), CDP Equity and Intesa Sanpaolo, CDP Equity and Intesa Sanpaolo will participate in a private placement of Ordinary Shares to fund part of the purchase price of the Proposed Combination. Under the private placement, CDP Equity and Intesa Sanpaolo will subscribe for 5,600,000 Ordinary Shares and 1,000,000 Ordinary Shares, respectively.

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2020 UNIVERSAL REGISTRATION DOCUMENT