Euronext // 2021 Universal Registration Document
General Description of The Company and its Share Capital 6 Shareholder Structure
6.2.5 REDUCTION OF SHARE CAPITAL Under Euronext’s Articles of Association, upon a proposal from the Supervisory Board, or upon proposal of the Managing Board, which has been approved by the Supervisory Board, the General Meeting may resolve to reduce Euronext’s issued and outstanding share
capital by cancelling its shares, or by amending Euronext’s Articles of Association to reduce the nominal value of its shares. The decision to reduce Euronext’s share capital requires amajority of at least two- thirds of the votes cast if less than 50% of Euronext’s issued share capital is present or represented at the General Meeting.
6.3 Shareholder Structure
GEOGRAPHIC BREAKDOWN OF THE SHAREHOLDERS AS OF 31 DECEMBER 2021
The shareholding structure as of 31 December 2021 was as follows.
Rest of Europe 2.5% 1.9%
Shareholder
Number of shares % of capital
Reference Shareholders (a)
25,501,046
23.81%
Norway 1.6%
Sweden 1.5%
Germany 1.4%
Treasury Shares
524,629
0.49%
Rest of the world
Canada 1.3%
Netherlands 4.6% Unidentified 3.5%
Employees
115,779
0.11%
Free float
80,964,840
75.59%
USA 24%
TOTAL
107,106,294
100.00%
(a) Only includes the shares held within the Reference Shareholders Agreement.
Italy 8.9%
Belgium 10.5%
France 20%
United Kingdom 18.2%
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). The initial 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. On 3 June 2014, the initial Reference Shareholders entered into an agreement (the “Reference Shareholders Agreement”) in relation to their shareholdings in Euronext N.V. Subsequently, a first Reference
Shareholders extension agreement was executed on 17 June 2017 and a second Reference Shareholders Agreement on 20 June 2019 (the initial Reference Shareholders Agreement, the first extension and the second extension collectively referred to as the “Reference Shareholders Agreement”). The Reference Shareholders Agreement provided that it and all restrictions and requirements thereunder would terminate 20 June 2021 unless extended by written agreement. As such, on 29 April 2021, as part of the completion of the acquisition of the Borsa Italiana Group, CDP Equity and Intesa Sanpaolo acceded to the Reference Shareholders Agreement by entering into the extension and amendment agreement with the Reference Shareholders (the “Extension Agreement”), and accordingly the letter agreement between Euronext and the Reference Shareholders was amended. One party left the Group of Reference Shareholders. The Reference Shareholders Agreement, as extended and amended by the Extension Agreement, will terminate three years from completion, thus on 29 April 2024.
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2021 UNIVERSAL REGISTRATION DOCUMENT
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