Euronext - 2020 Universal Registration Document

General Description of the Company and its Share Capital 6 Anti-Takeover Provisions

of Ernst & Young Accountants LLP (1) as the Company’s external auditors, the designation of the Managing Board as the competent body to 1) issue ordinary shares, 2) to restrict or exclude the preemptive rights of shareholders and 3) to acquire ordinary shares in the share capital of the Company on behalf of the Company, and the authorisation to the Supervisory Board or the Managing Board (subject to approval of the Supervisory Board) to grant rights to French beneficiaries to receive shares in accordance with Articles L225-197-1 and seq. of the French Code of commerce.

An Extraordinary general meeting was held on 20 November 2020. In that meeting decisions were taken on the acquisition of the entire issued share capital of London Stock Exchange Group Holdings Italia S.p.A. (the “Proposed Combination”) and on the designation of the Managing Board as the corporate body authorized to issue shares and/or to grant rights to subscribe for shares and exclude or limit related preemptive rights in connection with the Proposed Combination (Private Placement and Rights Offer).

6.6 Anti-Takeover Provisions

Euronext currently does not have any antitakeover provisions.

6.7 Obligations of Shareholders and Members of the Managing Board to Disclose Holdings

For the purpose of calculating the percentage of capital interest or voting rights, the following interests must be taken into account: (i) shares and/or voting rights directly held (or acquired or disposed of) by any person, (ii) shares and/or voting rights held (or acquired or disposed of) by such person’s subsidiaries or by a third party for such person’s account or by a third party with whom such person has concluded an oral or written voting agreement, (iii) voting rights acquired pursuant to an agreement providing for a temporary transfer of voting rights in consideration for a payment, and (iv) shares and/or voting rights which such person, or any controlled entity or third party referred to above, may acquire pursuant to any option or other right to acquire shares and/or the attached voting rights. Special rules apply to the attribution of shares and/or voting rights that are part of the property of a partnership or other form of joint ownership. A holder of a pledge or right of usufruct in respect of shares can also be subject to notification obligations, if such person has, or can acquire, the right to vote on the shares. The acquisition of (conditional) voting rights by a pledgee or beneficial owner may also trigger notification obligations as if the pledgee or beneficial owner were the legal holder of the shares and/or voting rights. Under the Dutch Financial Supervision Act, Euronext was required to file a report with the AFM promptly after the date of listing its shares

Shareholders may be subject to notification obligations under the Dutch Financial Supervision Act. Pursuant to chapter 5.3 of the Dutch Financial Supervision Act, any person who, directly or indirectly, acquires or disposes of an actual or potential capital interest and/or voting rights in the Company must immediately give written notice to the AFM of such acquisition or disposal by means of a standard form if, as a result of such acquisition or disposal, the percentage of capital interest and/or voting rights held by such person reaches, exceeds or falls below the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%. In addition, any person whose capital interest or voting rights reaches, exceeds or falls below a threshold due to a change in Euronext’s outstanding share capital, or in votes that can be cast on the shares as notified to the AFM by the Company, should notify the AFM no later than the fourth trading day after the AFM has published Euronext’s notification of the change in its outstanding share capital. Each person holding an interest in Euronext’s share capital or voting rights of 3% or more at the time of admission of Euronext’s shares to trading must immediately notify the AFM. Furthermore, every holder of 3% or more of the Company’s share capital or voting rights whose interest at 31 December at midnight differs from a previous notification to the AFM must notify the AFM within four weeks.

(1) Whose principal place of business is at Boompjes 258, 3011 XZ Rotterdam, the Netherlands. Ernst & Young Accountants LLP is registered at the Chamber of Commerce of Rotterdam in the Netherlands under number 24432944. The office address of the independent auditor of Ernst & Young Accountants LLP that signed the independent auditor’s report is Cross Towers, Antonio Vivaldistraat 150, 1083 HP Amsterdam, the Netherlands. The auditor signing the independent auditor’s reports on behalf of Ernst & Young Accountants LLP is a member of the Royal Netherlands Institute of Chartered Accountants (Koninklijke Nederlandse Beroepsorganisatie van Accountants).

176

2020 UNIVERSAL REGISTRATION DOCUMENT