Euronext // 2021 Universal Registration Document

Presentation of the Group

Regulation

all entities envisaging (i) acquiring or disposing of a (direct or indirect) qualifying holding (10% or more of the share capital or voting rights or otherwise establishing a significant influence) or increasing a qualifying holding at the level of 10%, 20%, 33⅓% or 50% or more of the share capital or voting rights in a market undertaking in Portugal or (ii) otherwise establishing a control relationship with a market subsidiary in Portugal, must notify the CMVM of the acquisition or disposal as soon as a decision has been taken to proceed within four business days following the relevant transaction and seek a prior declaration of non-objection. The disposal/reduction of the aforementioned qualifying holdings (considering each threshold above) or change in the control relationship is also required to be notified to the CMVM. Under Article 27(7)(a) of CSDR, a CSD shall (i) provide the competent authority with, and make public, information regarding the ownership of the CSD, and, in particular, the identity and scale of interests of any parties in a position to exercise control over the operation of the CSD; (ii) inform and seek approval from its competent authority of any decision to transfer ownership rights which give rise to a change in the identity of the persons exercising control over the operation of the CSD; after receiving approval from its competent authority, the CSD shall make public the transfer of ownership rights. Any natural or legal person shall inform without undue delay the CSD and its competent authority of a decision to acquire or dispose of its ownership rights that give rise to a change in the identity of the persons exercising control. The Portuguese CSD Legal Framework specifies that the acts through which the acquisition, increase, disposal or reduction of qualifying holdings and controlling interests is carried out are communicated to the CMVM and the CSD by the holders of the interest within 15 days. Qualifying holdings are deemed to be 10%, 20% or one-third of voting rights or capital. The CSD notifies the CMVM of changes in its ownership, in accordance with Article 27(7)(a) of Regulation (EU) 909/2014 (“CSDR”), as soon as it becomes aware of them.

authorisation from the Norwegian Ministry of Finance. Significant holding means any direct or indirect holding representing at least 10% of the share capital or the voting rights, or which otherwise makes it possible to exercise substantial influence over the management of the undertaking. Shares held or acquired by related parties shall be deemed equivalent to the acquirer’s own shares. The acquisition of a right to become holder of shares shall be deemed equivalent to the holding of shares for the purpose of the first to third sentence where this must be considered a beneficial shareholding. Any acquisition increasing the holding such as to directly or indirectly exceed 20%, 30% or 50% of the share capital or voting rights of a stock exchange requires authorisation from the Norwegian Ministry of Finance; n under the current Norwegian Securities Register Act , the rules in respect of ownership restriction for CSD are similar to the rules that apply to market operators of a Norwegian stock exchange, described above. An acquisition of a significant holding in a CSD may only take place after authorisation from the Norwegian Ministry of Finance. “Significant holding” has the same content as described above for stock exchanges. In the CSDR there are also rules regulating ownership of a CSD. Any transfer of ownership rights that give rise to a change in the identity of the persons exercising control of the CSD needs approval from the competent authority of the CSD. This implies that an acquisition of shareholdings that gives the opportunity to exercise control of the CSD needs approval from the Norwegian FSA; n under Portuguese law , a shareholder who intends to acquire, directly or indirectly, a dominant holding (broadly defined as 50% or more of the share capital or voting rights) or a dominant influence (broadly defined as the majority of voting rights or the possibility to appoint or dismiss the majority of the members of the managing or supervisory bodies) in a Portuguese market operator must obtain the prior authorisation of the Portuguese Ministry of Finance (with prior advice of the CMVM). In addition,

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2021 UNIVERSAL REGISTRATION DOCUMENT