Very good. Good morning to everyone. Dear shareholders, I hereby open the annual general meeting of Euronext N.V. My name is Piero Novelli, and I am the Chairman of the Euronext Supervisory Board. I welcome you on behalf of the Supervisory Board and the Managing Board of Euronext N.V. for our 11th annual general meeting as a listed company. Please turn off or mute your mobile phones during the meeting. Euronext N.V. is an international company, and its corporate language is English. Therefore, the general meeting will be conducted in English, as announced in the convocation to the meeting. Hereinafter, I will refer to Euronext N.V. either as Euronext or the company, interchangeably. I would like to inform you that most of the members of the Supervisory Board, the CEO, Mr. Stéphane Boujnah, the CFO, Mr. Giorgio Modica, and the General Counsel and Corporate Secretary, Ms.
Sylvia Andriessen, are present behind this table. The other members of the Managing Board are in front of us in the meeting room. Also present in this room is the nominee for appointment to the Supervisory Board, Ms. Francesca Scaglia, welcome, as well as the nominee for appointment to the Managing Board, Mr. René van Vlerken. Further, a number of senior staff members of the company are present, among them Ms. Aurélie Cohen, who is our Head of Investor Relations. In addition, please note the presence of Ms. Corrine Holdinga, our Notary, and of Mr. Waldo Bakker, the lead partner at KPMG, our external accountant for the 2024 accounts. In accordance with the Articles of Association, the general meeting is held in Amsterdam, this being the municipality where the company has its registered seat.
All shareholders have been called to attend this annual general meeting by the Managing Board and the Supervisory Board by means of a convening notice published on the 2nd of April 2025 on Euronext's website, including the agenda and explanatory notes thereto. This announcement explains the procedure for shareholders who wish to either attend the meeting in person or provide voting instructions or grant a power of attorney. No requests have been received from shareholders regarding the addition of proposals to the agenda of this general meeting. In accordance with corporate governance recommendations, the draft minutes of this meeting will be made available to shareholders within three months of the meeting by publication on the website, giving shareholders the opportunity to comment on these minutes during three subsequent months.
Having taken into account all that has been expressed before, I conclude that this annual general meeting has been convened in accordance with all the applicable rules and the Articles of Association of Euronext N.V., and that the general meeting may decide on all items that are placed on the agenda. Before we proceed, I will now inform you of how many shares are represented at this meeting in person or by proxy, and how many votes can jointly be cast. Please note that the number of issued shares that I will announce in a few moments corresponds to the number of issued shares as of the registration date, which was the 17th of April 2025. I will now announce the relevant numbers for today's meeting. Issued share capital, as per the registration date, 104,235,507 shares. Shares with voting rights, 100,973,891 shares. Represented shares, 85,679,561 shares.
Percentage of the issued capital present or represented, 84.85%. Absolute 50%+ one share majority of the votes, 42,839,782 shares. Agenda item two, presentation of the Chief Executive Officer. I first invite the CEO and Chairman of the Managing Board, Mr. Stéphane Boujnah, to present the report of the Managing Board on the financial year 2024 and the Q1 2025 figures.
Thank you, Mr. Chairman, and good morning, everybody, and welcome here in Amsterdam. I will start with a brief presentation of our 2024 performance and the achievements of 2024 financial targets. Then I will talk about our ambitions, Innovate for Growth 2027 strategy presented at our Investor Day in November 2024. Most of these data points are absolutely well known to you because they have been shared either at Investor Day or at the release of our full year number. On the occasion of the annual general meeting, it is an opportunity to wrap up the perspective of both these events. Let me give you a quick overview of the full year 2024 highlights on slide three. Euronext delivered a double-digit growth in 2024 thanks to its diversified revenue profile.
We have embarked together on a double diversification strategy, and this diversification strategy is paying off and has paid off in 2024. Full year 2024 revenues grew by +10.3% year on year, up to EUR 1,166.9 million. Our underlying expenses, including D&A, were at EUR 620.5 million, in line with our revised cost guidance for the year 2024 of EUR 620 million underlying expenses, excluding D&A. This was the result of continued cost discipline and synergies, which offset growth investments and acquisition impacts. Our full year 2024 adjusted EBITDA grew by +16.4% compared to 2023 to exceed EUR 1 billion, and we passed last year the famous EUR 1 billion EBITDA threshold. Euronext adjusted EBITDA margin increased by 3.3 percentage points to 61.9%. Adjusted for non-underlying items, net income was up +16.7% to EUR 682.5 million, represented an adjusted EPS of EUR 6.59.
A dividend of EUR 2.9 per share is proposed today. This represents an increase of 16.9% compared to the dividend per share of EUR 2.48 paid in 2024. This dividend represents a payout ratio of 50% of reported net income as set up in our dividend policy. Moving now to the business highlights of 2024 on slide four. Thanks to our diversified business model and this double diversification strategy, we achieved + 10.3% increase in revenue and income to exceed EUR 1.6 billion of revenue. This growth was supported by three main drivers. First, non-volume revenue amounted to close to 80% of total revenue and income and posted a strong performance overall. Custody and settlement revenue grew by + 8.7% year on year to EUR 270.5 million, driven by higher assets under custody, dynamic settlement activity, and strong growth in value-added services.
Advanced data services grew by + 7.5% to EUR 241.7 million, driven by growing demand for diversified data sets and dynamic retail usage. It was also supported by the diversification of our offering with the acquisition of GRSS, a leading service provider to benchmark administrators. Listing revenue grew by 5.1% to EUR 231.9 million. The growth was driven by the strong performance of our corporate solutions business and resilient listing revenue. We remained the first listing venue in Europe with 53 new listings and 49,700 new bonds listing in 2024. Second, our trading revenue grew by 14.2%. This was driven by record results in fixed income, in forex trading, in power trading, and a positive dynamic in cash trading, which we continue to see, as you may have seen in the beginning of 2025. Third, we clearly saw the benefits of the European expansion of our clearing house.
Clearing revenue grew by + 19% year on year to EUR 144.3 million. This strong performance was also driven by the dynamic fixed income and commodities clearing activity. Net treasury income grew by + 21.8% to EUR 56.8 million. In 2024, we concluded our previous strategic plan one quarter in advance in Q3 2024. We exceeded the Growth for Impact 2024 financial targets through a combination of exceptional integration capabilities, solid organic growth, and very rigorous cost discipline. Between 2020 and 2024, revenue grew in average per year by 4.7%. Our 2024 top line exceeded EUR 1.6 billion compared to a top line of EUR 1.3 billion in 2020. The adjusted EBITDA grew in average per year by 6.4% between 2020 and 2024. In 2024, we generated EUR 1 billion of EBITDA. It compares to EUR 800 million of EBITDA only in 2020.
Moving to slide eight, this strong performance translated into superior value creation for our shareholders. Since the IPO, the share price increased by close to 740%. In the meantime, our strong cash generation capabilities enabled us to return approximately EUR 1.7 billion to our shareholders through annual dividend payments. In addition, we returned EUR 500 million through the share repurchase programs carried out in 2023 and in 2024. Moving now to the strategic plan. In November 2024, we presented our new strategic plan, Innovate for Growth 2027. This plan leverages the success of recent years to accelerate organic growth, to innovation and diversification. Over the past years, we have created the backbone of the European Savings and Investment Union.
Our integrated, powerful set of assets have now reached a critical scale and liquidity and are connected with an unparalleled network of issuers, custodians, clearers, and all sorts of partners and stakeholders. We offer to our clients a unique coverage of the world integrated capital markets value chain. This unique positioning allows us to capture the benefit of a number of strong tailwinds, which support each strategic ambition for 2027. First, we are accelerating the growth of non-volume business through further harmonization, defragmentation, and integration of European markets, and also through significant expansion of subscription-based services. Second, we are expanding our FICC, fixed income, commodities, currency trading, and clearing franchise. Third, we are building upon our leadership in trading in Europe. These strategic ambitions will be supported and are being supported by transversal growth enablers that are embedded in everything we do.
We will continue to empower sustainable finance through ambitious commitments. We will continue to enhance operational excellence and our technology leadership through AI development. We will continue to deliver value-accretive M&A when relevant situation arises and when we find opportunities that are consistent with our self-imposed financial discipline in terms of capital deployment. In this first quarter of 2025, as you may have seen yesterday night with the release of our Q1 numbers, we have initiated major steps in our strategic plan. First, we have announced a series of measures to support the integration and competitiveness of European capital markets. In this field, we have announced the consolidation of settlement in Euronext Securities for equities traded in Amsterdam, in Paris, in Brussels, and that will happen from September 2026.
This program represents a significant optimization of the European post-trade landscape, with Euronext Securities as now the CSD of choice for Europe. As a proof of concept, we have already moved Euronext shares to Euronext Securities in March. Also, we have announced last month that Euronext is committed to facilitate access to European capital markets with the launch of a simplified European common prospectus in English language. The creation of this quasi-European S1 document is going to be a significant bottom-up contribution to the perception by the rest of the world, by ECM teams, of an integrated market, at least when it comes from listing. That is the typical type of initiatives where we believe market participants can contribute bottom-up to the integration of capital markets in Europe.
We are in the process of opening a dialogue with other platforms across Europe to share with them the benefits of what could be a broader common European prospectus in English language for listing. Second, sorry, last week, we have also announced a full suite of initiatives to support investments in companies that contribute to European strategic autonomy. This includes a series of new indices to capture exposure to critical investment themes in energy, in security and defense, and in Geostrategy. A set of tailored equity initiatives to become part of private market situations in this particular segment and debt financing solutions for aerospace and defense projects. Second, we continue to expand our non-volume-related revenue base. On Tuesday this week, we have successfully completed the acquisition of Adminc ontrol.
This acquisition does double the size of our governance solutions and further expands our footprint in the Nordics region with a high-growth business. As you know, we have been extremely successful since 2019 in the Nordic region with continuous expansion. Today, more than 20% of the top line of the Euronext Group is deployed in the Nordic region. We are committed to grow our presence in that part of Europe. Last but not least, we have announced the acquisition of Nasdaq Nordics power futures, which is also a Nordic region initiative subject to applicable regulatory approval. This announcement is a major accelerator to our Nordic and Baltic power futures markets. Since the beginning of the year, we demonstrated our capacity to innovate ahead of the curve, leading the way to a more innovative and competitive European capital markets.
The Q1 2025 results disclosed yesterday night and this morning confirm this positive trend. Moving now to the 2027 objectives. Between 2023 and 2027, Euronext expects its revenue and its adjusted EBITDA to grow organically at a compounded rate exceeding 5%. This is not all. We added two new KPIs linked to the new capital allocation policy. The first one is a leverage ratio. Euronext targets a leverage ratio between 1-2 times net debt to adjusted EBITDA. In line with this target, we reach a leverage ratio of 1.4 times net debt to EBITDA at the end of 2024. We are very pleased that our continued deleveraging path has been recognized by S&P that upgraded Euronext from BBB+ positive outlook to A- stable outlook in February 2025.
Finally, alongside the ordinary dividend, which remains unchanged with a dividend payout of 50% of reported earnings, we are improving our capital distribution policy with special returns to shareholders if and when applicable. Moving now to slide 12, capital allocation, as you know it, became an increasingly relevant part of the strategy of any listed company. This is particularly relevant for a company like Euronext, which generates a significant level of capital, of free cash flow, and operates in an industry that has been shaped through M&A. This is why it was important for us to define very clearly a very clear capital allocation policy and principles under our new strategic plan. First, we want to remain highly cash generative. We want to defend our leading market position. We want to expand our business. We want to take advantage of the opportunities in front of us.
We want to take all sorts of initiatives to secure the resilience of the revenue base across diversified asset classes and across diversified revenue models. Second, we want to maintain a high level of financial flexibility and strategic flexibility. We have already commented about our long-term leverage ratio between 1-2 times net debt to EBITDA. Euronext will remain a strong balance sheet organization. Third, we want to secure our shareholders with a sustainable and predictable stream of income. For that reason, we confirmed our dividend payout policy at 50% of reporting earnings. Fourth, our focus on M&A is unchanged. M&A is a tool. The objectives are expansion of the growth profile of the company, securing the profitability of the company, and diversification of the revenue streams to secure resilience of the revenue profile of the company.
M&A can be one tool to make that strategy implemented in a faster way. Our strategic plan is 100% organic, but M&A will remain a key pillar of our strategy. Our goal is to identify excellent investment opportunities to reinforce or diversify our business, as I mentioned. This is exactly what we have done with the acquisition of Adminc ontrol or with the contemplated acquisition of Nasdaq Nordics power futures, which is an accelerator of one of the initiatives we have presented in November when we described our ambitions in building a power derivatives business alongside the spot electricity market that is so successful in the Nordic and Baltic region we are well known for. Finally, we have defined a more detailed framework for special return to shareholders. This is the last step of any capital allocation workflow.
After having checked all the box, as mentioned earlier, the management of Euronext will assess the opportunity, if and when, to distribute special return to shareholders on a regular basis. At least the analysis will be done on a regular basis, and the special return will be done if and when appropriate. The form of these special returns could be either share buybacks or exceptional dividends. We already demonstrated the applications of our new capital allocation policy with the successful execution of a EUR 300 million share repurchase program between the 11th of November 2024 and the 10th of March 2025. With this, I've given the floor back to the Chairman, assuming that all of you have read and analyzed the Q1 numbers that were released yesterday evening and this morning.
Thank you very much, Stéphane, for your explanations. Agenda item three, annual reports 2024.
The annual report 2024 comes in the form of a Universal Registration Document in reliance of the grandfathering rules set out in Article 9, Sub 3 of EU Regulations 2017-11-29. Euronext filed its Universal Registration Document without prior approval of the AFM. Agenda item 3A, explanation of policy on additions to reserves and dividends. The first item is the explanation of the policy on additions to reserves and dividends, which is a discussion item. I refer to the explanatory notes to the agenda of this meeting for more information on our dividend policy. We believe that Euronext is perfectly equipped to confirm its current policy to distribute 50% of its profits. In our view, this policy remains balanced and does not impair Euronext's flexibility to meet its short and long-term liabilities and objectives. Are there any shareholders who wish to further discuss this item?
If not, we will proceed to the next item. Before we proceed to the proposals to adopt the remuneration report and to adopt the financial statements, I would like to invite to give the floor to Mr. Waldo Bakker of KPMG, our external auditor for the 2024 financial statements. I point out that Euronext has waived the obligation of KPMG to observe confidentiality for the purpose of the AGM. Mr. Bakker will briefly discuss the audit process and procedures in relation to the audit of the financial statements and is happy to take any questions from the shareholders after this presentation. I kindly invite Mr. Bakker to give our shareholders his views, please.
Thank you, Chairman. I am pleased with the opportunity to present. Thank you, Mr. Chairman. I am pleased with the opportunity to present on our audit of the financial statements that we have performed.
Dear shareholders, my name is Waldo Bakker. On behalf of KPMG, I have signed the independent auditor's report as included in the 2024 Universal Registration Document. This was the first year I was responsible for the external audit of Euronext. I am pleased to address you as Euronext shareholders on our 2024 audit of the financial statements and any questions you may have. For the duration of this AGM, Euronext has released me from our client confidentiality. Therefore, I am free to talk about our audit and the results thereof. What did we audit? We audited the company and consolidated financial statements of Euronext for the year 2024. We issued an unqualified opinion on the financial statements, and we refer to our audit opinion included in the URD on the pages 348-363.
We have also issued a limited assurance report on the sustainability statements as included in the URD, and our limited assurance report is also included in the URD. As this was our first year audit, we have also performed additional procedures, such as joining meetings with the predecessor auditor, reviewing their audit files for the 2023 financial year, and having meetings with management and employees of Euronext to obtain an initial understanding of the governance, the controls, and processes systems at Euronext. As a structure for my explanation, I will use our auditor's report as included in the financial statements, and I will briefly summarize some key elements of our auditor's report. Our opinion.
Based on our work, we concluded that the financial statements give a true and fair view of the financial position as at the 31st of December 2024 and of the results for the year then ended based on IFRS. We are independent auditors of Euronext, and we confirmed our auditor's independence in writing to the audit committee of the Supervisory Board. We performed our audit of the financial statements with a materiality set at EUR 28 million. The materiality is based on profit before tax, and it determines the level of detail with which we conduct our audit. Uncorrected misstatements over EUR 1.4 million have been reported in writing to the audit committee and the Supervisory Board. In our audit, we have identified significant risks that are relevant to our audit, of which I will explain two examples. These are revenue recognition and the recognition of internally developed software.
To address these significant risks, we have obtained an understanding of processes and controls relevant for revenue recognition and the recognition of internally developed software. We tested design, implementation, and, where appropriate, operating effectiveness of controls. We have performed substantive procedures using sampling. Depending on the type of revenue, we performed, for example, reconciliations, recalculations, confirmations, and inspection of invoices. We also performed substantive procedures on a sample basis to assess the accuracy of capitalized expenses. We reconciled those sampled items with supporting documentation. Our procedures did not reveal indications and/or reasonable suspicion of fraud risks that are material for the audit of the financial statements. The scope of our audit. We are the external auditor of Euronext in the Netherlands and also in other countries where Euronext is active.
We involved the work of what we call component auditors in Italy, France, the Netherlands, Norway, and Denmark. To take full responsibility for the audit of the Euronext financial statements, we instruct those local auditors to perform audit procedures on our behalf. We determine for group reporting purposes where and with what scope the audit needs to be executed locally, and we assess the results of the local audits and discuss these with the local teams. In supervising and directing the component auditors, we held a global planning meeting and had risk assessment discussions with the component auditors to obtain their input relevant for the group audit. We held meetings with component auditors to discuss the first-year audit and relevant developments to understand and evaluate their work. We inspected the work of the component auditors and evaluated the appropriateness of audit procedures performed and the conclusions drawn.
In our audit opinion, we explain key audit matters. Key audit matters are matters that have been most significant in the audit of the financial statements. These are the risk of impairment of goodwill and other purchased intangible assets, the measurement of financial assets at fair value through other comprehensive income, and identity access management and change management. I will dive now into that in more detail. The risk of impairment of goodwill and other purchased intangible assets. Euronext recognized goodwill and customer relations for which a risk of impairment exists. We used a substantive approach, and among other things, we have challenged management assessment of potential indicators of impairment. We reconciled source data used in the model to underline audit evidence. We involved evaluation specialists from KPMG to assist us in our audit.
Based on the procedures performed, we found that management assessment relating to the valuation of goodwill is overall reasonable. The measurement of financial assets at fair value through other comprehensive income. Euronext has ownership in Euroclear SA, and Euroclear SA is a non-listed company. Euronext uses an internal valuation model to estimate the fair value, which is recorded through other comprehensive income. We used a substantive audit, and among other things, we have assessed whether the input parameters in the model applied are reasonable. We have involved evaluation specialists from KPMG to assist us in our audit procedures, and based on our audit procedures, we found that the measurement of Euroclear is reasonable. Lastly, identity access management and change management. Euronext is highly dependent on its IT for the continuity of its operations.
Inappropriate access or changes to applications could compromise the continuity of Euronext's operations and the reliability of data used. We have tested design, implementation, and, where appropriate, operating effectiveness of the general IT controls for relevant applications and application controls relating to the processes in scope of our audit. Based on the mix of control testing and substantive audit activities, we concluded that there is a sufficient basis for us to rely on the operation of IT systems for our audit of the financial statements. Dear shareholders, our audit work provided us with sufficient and appropriate audit evidence to support our opinion that the 2024 financial statements give a true and fair view. Chairman, with that, my presentation comes to an end, and I'm available for any questions that the shareholders may have.
Are there any shareholders who have questions about the audit and the audit report of our external auditor?
Thank you, Chairman. My name is Gerben Everts, representing the Royal Dutch Shareholders Association. I don't have questions for the auditor, but is it okay if I raise some questions on the annual accounts before we proceed to item 3B?
It's fine. Yeah? Yes, please.
All right. Yeah, our main concern today relates to the remuneration practices, as outlined in the remuneration report, but I will come back to that discussion after the next topic. First of all, many thanks. Many thanks, Stéphane, for your introduction, but also with the results, because we very much appreciate the results over last year, but also the Q1 issued yesterday, of course, serve as well.
We do see merit in the strategy of Euronext, the focus not only on trading, but also on non-trading, the diversification, as you referred to. Many thanks for that. We also appreciate the hard work done by you, your team, and all the employees of Euronext. Everything I say today, and it will not be nice to everyone, I am afraid, but does not concern, let's say, the few shareholders towards the overall performance of Euronext. Please take that into consideration if I raise my questions. Because you have done as well, the team has done as well. We have seen not only dividends every year, but also the 740% increase of the return on investment since the IPO. Much appreciated. Also the new tools which will come to those that want to IPO with the Common Simplified Prospectus Initiative.
Those kinds of initiatives is what we need in Europe. The European flag is there not only for the sake of it. I have some questions on the strategy, on the execution, on the capital position of Euronext, on the M&A activities, operational performance as well. Let me start with Euronext's strategy. At the Capital Markets Day, you referred to that, European management was asked by investors to provide a granular breakdown of expected contributions to the EBITDA growth per business unit or per product. The board refused. For us to be able to assess the strategic performance of derivatives, of FX, of power, but also custody and data, they all represent significant segments for future growth. It is simply not possible to do that now as an investor. Consequently, confidence in the credibility of the strategic plan is unfounded.
Why not simply provide the drivers, timing, relative weight of each growth pillar to us? I would like to plead for more commitment to disclosure and transparency on segment-level contributions and their timing, and only then we can assess the credibility of Euronext's strategic performance. A follow-up question. Given Euronext's platform-based business model, more and more, one would expect meaningful operational leverage and EBITDA growth exceeding revenue growth over time. Why is this not explicitly reflected in the guidance? Does the pursuit of new growth initiatives structurally require incremental investments, thereby limiting the potential for future margin expansion? A question on the capital allocation. The slide we just seen was convincing. Under this revised framework, Euronext targets a net leverage ratio of 1-2. We have seen that and a 50% dividend payout.
With the current net debt to EBITDA ratio standing at 1.4, should investors interpret this headroom? We've seen the notes, but should we interpret the headroom as an indication that further buybacks will be pursued or are new M&A activities on the strategic horizon? A follow-up question. You have, Euronext has, built a strong track record in M&A, often exceeding synergy targets post-acquisition. However, the valuation multiples paid in certain more recent transactions, and you referred to Adminc ontrol, for example. Yeah, there was an approximately estimate of 10 times the sales multiple, which is more elevated. We investors, of course, do not like to be surprised by overpaid transactions and acquisitions in competitive processes. Can you assure us that the track record will remain positive?
Moreover, given the stated objective that deals must exceed the weighted average cost of capital of the group within three to five years, we just seen that. Could you please provide us with more meaningful transparency on how individual transactions are tracked against the weighted average cost of capital? Chairman, a penultimate question on margins. The annual report highlights increasing pressure on trading margins due to intensified competition from alternative venues. Some of those alternative venues have less overhead, lower cost structures. Could you provide an update on Euronext's market share per trading segment compared to, for example, three years ago, and explain how the company ensures pricing discipline in this increasingly fragmented and competitive landscape? To conclude this round of questions from my part, at least, a follow-up question on generative AI.
Artificial intelligence is cited as a strategic enabler of the operational excellence in the annual report. Can you share the most substantial areas where AI has already delivered measurable cost efficiencies, accelerated product development, and how do these applications contribute to the group's margin profile or client offering in going forward? Those were a few questions for this round. Thank you.
Thank you for your questions. I'd like to ask our CEO, Stéphane Boujnah, to address them.
Thank you for your interest for Euronext's developments and for those very detailed questions. We are going to arrange for lunch to be served until the questions are addressed one by one.
I'll try to be short, which is not what I'm the best at, but I'll try to be short and to address your questions on the guidance, on the track record of M&A, on the generative AI, on the way we track individual transactions. I'll ask Giorgio to cover the question on the cost base, on the capital allocations, and on the margins on cash equity trading. I hope I haven't missed anyone. On the guidance, there are two key principles that drive the way we communicate with markets since the very first day this management team has started to run the company at the end of 2015, beginning of 2016. We want to remain extremely cautious and to underpromise and overdeliver.
That's a very fundamental concept because the only reason why we were able to transform a EUR 1.4 billion company into a EUR 14-15 billion company in terms of market cap is because people trust us and because we have protected the credibility of the communication to investors. You should not expect the investment team to be different from what we have been in the past, to remain cautious and conservative in terms of guidance, because this is who we are, and this has been an enabler of the success of the company. Second principle, and I'll go to the details in a minute, but second principle, we prefer always to be roughly correct rather than precisely wrong. I do understand, and the question you're asking is not weird. It's a question that many analysts ask when they have to fill their spreadsheet models to build their evaluation models.
Their life would be more comfortable to have detailed growth targets by segment and to ask us to report on each and every one of them quarter by quarter. Why we don't do that? We don't do that because life is more unpredictable than a spreadsheet. The reality is that when you decide to take a company from a EUR 1.6 billion top line to a CAGR of above 5% for the next four years, many things can happen. Defining every single initiative in the slide segments provides rigidity that doesn't allow you to apply commercial and judgment calls to pivot, to proactively kill some initiatives, to develop new initiatives that were not conceivable initially. The reason why we describe and offer and present to the investors' community a blended top-line growth ambition and a blended EBITDA growth ambition is because real life is different from PowerPoint.
Real life is different from PowerPoint. Whatever we have in mind, no matter how deep and thorough the analysis of the bottom-up consolidation of the plan has been in the course of 2024, is going to be fundamentally or largely obsolete when you look at the reality of any human project at the end of 2027. We prefer to be roughly correct rather than precisely wrong. On the basis of those two principles, being cautious and underpromising and overdelivering and being committed to a blended growth without going into the details in order to allow us to create value without being stuck in explaining why we are pivoting everyone, it has been relatively successful in terms of getting support from investors. That is the approach of this management team. That is a choice of managing position.
This is an issue, by the way, which has been extensively discussed and which is extensively discussed with our governance, because from time to time, when we review the strategic plan, etc., now, what is true, though, is that within the governance of the company, we have quarterly review of each of these segments. That is the mandate and that of the Supervisory Board to have a demanding dialogue with the management to check where we are on each of the projects and to understand why we are pivoting from one way or the other, which is different from the dialogue between the ones who decide to buy off shares or to sell off shares if they like this way to communicate or if they do not like this way to communicate. That is for your first question.
For the second question on M&A, we have a way to deploy capital which is not common in this industry. Most of our peers are more advanced than we are in the diversification journey for two reasons. First, they started earlier. They started back in the days, whereas for us, we were frozen between 2007 and 2013 in the years where we were owned by the New York Stock Exchange. So we started much later. Second, because we had to turn around the company that was very weak, you remember when you were in another job that in this very building, we were discussing the tangible capital requirements that were an impediment to growth and to diversification. You remember that we have decided to be super conservative in the deployment of capital.
So far, we have a proven track record of return on capital employed being above the work of the project, above the work of the company post year three and five after synergies. This is real. This is what happened. Now, because of that, we missed many opportunities. We missed many deals that we decided not to do because we found them too expensive. Some of our peers have taken those risks, have, by the way, more diversified assets and have higher multiples because they have been bolder in terms of paying expensive prices that are more aggressive than the ones that we are, than the restrictions we are imposing to ourselves. This is a choice we have made at a certain stage of development of the company where credibility, protecting the profitability, diversification was critical. This is where we are at this current stage.
All peers are maybe at a different stage of development. This is where we are. So far, we track one by one every project. We track it within the management team, and we discuss that from time to time with the Supervisory Board who tell us, "Where are you in the delivering of the post-merger integration?" Because that's where you locate in reality the fundamental underlying basis of this financial matrix. This is the way we do it. We don't disclose one by one the performance of each deal. We disclose the performance of the assets. When we bought for EUR 4.4 billion in April 2021, the Borsa Italiana Group, some people thought it was too expensive because we thought that we were, we said that we were going to extract EUR 60 million of synergies and to spend EUR 150 million of restructuring of integration cost.
The reality, less than four years later, is that we have extracted EUR 121 million of synergies, more than twice the synergies that were initially anticipated. Instead of spending EUR 150 million of integration cost, we have spent EUR 111 million. When you make the computation, you can figure out really the impact on the return on capital employed and the work of the company. This is the way we approach things. Finally, on generative AI, before giving the floor to Giorgio for the cost, for the capital allocations, and for the margin and cash equity, we have embarked with the strong pressure, guidance, encouragement, scrutiny of the Supervisory Board into a wide program to deploy AI in a smart way, intelligent, artificially intelligent way across the company.
It's not an easy process, but we have scanned every single cost center of the company and every single revenue center of the company to check where AI can be driven. It has to be done in a cautious manner because, A, AI is not free. No, but that's very different from deploying internet in the company in the 2000s. The revenue model is closer to cloud than to internet, so it's not free. Second, it creates plenty of implications in terms of governance, regulation, quality insurance, etc. Third, a part of what we do is generation of primary information that does not exist, whereas AI is all about managing derivative information, especially generative AI. We have to do it in a careful way.
Under the leadership of Manuel Bento, Chief Operating Officer, we have now a project across the world that covers deployment of AI in the technology function, especially in the coding area, in the generation of standardized information, in the treatment within market surveillance of abnormal market pattern behaviors, etc., etc. How will it translate in EBITDA expansion? I don't know, because it's work in progress. Because we need to connect to fill the gap between Buzz vision that it is important and the fact that there are many things we just don't know. What we can be reassured of is that we are not laggard. We are deploying it, but we are not going to create expectations about EBITDA expansion directly related to AI generation, because as any transformation, any technology transformation, it will have plenty of spillover effect.
Honestly, defining or attributing to AI only the transformation that will probably change the way we structure the teams is complicated, at least at this stage of the process. That is how we run the company for the moment. Over to you, Giorgio.
With respect to your question on equity market and market share, you are right. Competition is getting tougher and tougher, and the market is becoming more fragmented and more dark. If we look at our market share and if I look at a wider horizon, let's say starting in 2015, 2016, the range of market share that we've been running has been between 60% and 70%. Around 2016 was closer to 60%. In some peaks of volatility of the first quarter 2021 and 2022, we reached market share in the range of 70%.
Today, it's in between the two and is very similar to what it was one year ago. This is the result of the efforts of the team to make sure that we remain competitive and we provide the best liquidity for our market. If I use as a KPI the average fee and the market share, there is no sign that we are losing traction on our market, even if I look at the past 10 years. This is the first answer. Your second point is about operating cost and operating leverage. We can exploit operating leverage still. The question that we ask ourselves is, when you're running at the margin of 62% and you are already 10 percentage points of profitability above anyone in the competition, what does it make sense for value creation longer term?
What we have seen is that valuation multiples are mostly linked to top-line growth and sustainable top-line growth. We said it would have been a good idea to invest a part of the growth in expanding sustainable long-term revenue growth generation. We have been clear when we have set the target for 2025. We said the cost base is going to remain flat at around EUR 640 million plus a bit of inflation, and then we will invest EUR 30 million to foster growth. Just to put it into perspective, EUR 30 million is that we will invest two weeks of cash flows of Euronext to provide the long-term growth. You should not, to a certain extent, mix investing with spending. We did not feel, and if we look at the first quarter, we have an EBITDA margin of 64%.
We thought that bringing it to 65 or 66 would not change that much for the long-term profitability of the company, whereas investing is the way to go. I believe I covered that one. There is a huge potential of operating leverage, but in the meantime, we are investing. When it comes to leverage, the first thing that I want to highlight is that between one time and two times net debt to EBITDA, the Supervisory Board and the management is, to a certain extent, free to apply its strategic choices depending on prevailing market conditions. It is fair that at the end of the first quarter, the leverage was 1.4 times. After the acquisition of Adminc ontrol and the payment of the dividend, if we put the two together, it is an outflow of around EUR 700 million.
The leverage is going to increase to around 1.8-1.9 times, which is closer to the upper limit of our leverage band that we have shared with the market. Therefore, answering your question, the opportunity in this very moment to execute a further buyback is fairly limited because we are on the upper side of our appetite for leverage. With that, I believe I answer all your questions.
Okay, if I may, a short follow-up just for my appreciation for the answers. Giorgio, on your last one, that's a clear message for us. We can expect a dividend, the 50%, but no buybacks this year. We understand that. On the others, that you still invest to at least provide the continuity of Euronext and also the margins, we can understand as well. Also on your reference to dark markets and lit markets, of course, we like lit markets. We like Euronext because we see the merits of transparent price formation and the like. Also that answer was much to our benefit. Stéphane, many thanks also for your clear explanation. I do understand that certain segments can be a kind of a competitive angle there as well, not to provide too much insights and the uncertainty. We understand that.
As these are really the building elements of a future strategy in moving forward, of course, if they grow, we need to have a bit more information to be able to assess where Euronext will stand in one year, in three years, or five years. For investors, that is, of course, something we'd like to see, not only in the PowerPoints and spreadsheets for this year, but in the decision to really invest long-term. Many thanks for your answer there. Also on margins and diversification, I do concur with your views. You were frozen. You referred to it. You were in ice, I would state it. You're a bit behind the pack. Nevertheless, I do recognize and I do echo your view that you are cautious, that you take over companies, you invest in the diversification. We hope that that track record will continue.
I think with you, that's in the right hand. Thanks for your response.
Thank you for your questions and your remarks, which we always value and appreciate. With that, I would also like to, since I was interrupted, very much thank Mr. Bakker for his contributions to our AGM. Agenda item 3B, proposal to adopt the 2024 remuneration report. In accordance with Article 2:135b, paragraph 2 of the Dutch Civil Code, the remuneration report is submitted to the meeting for an advisory vote. We will now proceed to the advisory vote on the remuneration report, which is the first voting item. Are there any shareholders who have questions about the 2024 remuneration report?
Thank you again, Gerben Everts of the Royal Dutch Shareholders Association. I'm afraid so far the good news and the appreciation of the job well done within Euronext. In our view, the remuneration report raises serious governance concerns, most notably due to the inclusion of that controversial adjustment for the LTI, the Long-Term Incentive Criterion, the TSR. Management continues to state its commitment to transparency and adherence to governance standards. We, as shareholders, are not at all convinced this is a fair reflection of reality. For the third time in a row, except for one year, we observe that Euronext Supervisory Board has awarded exceptional pay arrangements, arrangements that fully contradict the principle of pay for performance, an arrangement that disregards shareholder expectations.
The recurring pattern undermines investor confidence and raises fundamental concerns about the accountability of both the Supervisory Board and the independence of the remuneration committee. Euronext Supervisory Board has invoked exceptional clause provisions to grant additional executive compensation beyond the scope of the approved remuneration policy. Firstly, in 2021, through a one-off LTI award linked to the Borsa Italiana acquisition, and then again in 2023 via a special integration LTI for the same acquisition. Most recently, through the upward adjustment of the 2022-2024 LTI award. It is not for the first time. In last year's AGM, I was there. A majority of shareholders, 54.7%, voted against the 2023 remuneration report in clear protest. Yet, remarkably, the 2024 remuneration report fails to acknowledge this resounding vote of no confidence or to outline any remedial measures in response.
Yeah, the omission suggests that the Supervisory Board has chosen to disregard the unequivocal signal sent by its shareholders. This year, the Remuneration Committee has again chosen not to respect the original outcome of the TSR criterion under the Long-Term Incentive Plan, instead applying that discretionary upward adjustment. As a result, 150% of the target shares will now vest despite the actual performance falling short of the pre-agreed benchmark. This decision directly contradicts the core principle that remuneration should reflect realized performance, and it effectively rewards management for underperforming both the sector index and the key peers such as Deutsche Börse, 51% above TSR, and London Stock Exchange, 63% above TSR for the same period. The Remuneration Committee and the report tries to straighten what is crooked, and they blame UBS for ruining their party.
However, there's no convincing reason to exclude a single company, in this case UBS, from the agreed-upon benchmark. In your choice to specifically exclude UBS from the agreed-upon benchmark, you created a clear conflict of interest. Both you, Chair of the Supervisory Board, and the Chair of the Remuneration Subcommittee had an executive and has a non-executive role at UBS. You should have done nothing in terms of adjustment as the inclusion of UBS in the reference benchmark was completely out of your control, an anonymized company out of 599 others, and that the benchmark included UBS was agreed upon by shareholders. In your choice to adjust for the impact of UBS, you created a conflict of interest. The good performance of UBS impacted the performance of Euronext in comparison to its peers in the STOXX 600.
As you had and have a role at UBS, you probably were confronted with criticism or felt urgency to reflect on the fact that due to UBS, Euronext scored low on LTI criteria. While you had to straighten your spine as Euronext was not compared to just one company, but 600, you surrendered. You have stolen our wallet and breached basic governance principles. This sets a troubling precedent. If predetermined performance criteria can be retroactively or afterwards adjusted whenever outcomes are deemed inconvenient, it calls into question the very integrity of the remuneration framework and the Supervisory Board. Such discretionary overrides undermine transparency, predictability, and the credibility of pay-for-performance principles.
At last year's AGM, the Chair of the Remuneration Committee stated that the special grant then is not to be repeated next year and that should such awards become recurrent, the Supervisory Board might consider submitting them to a shareholder vote. This promise is breached again. By repeatedly invoking the exception clause to justify discretionary rewards, the Supervisory Board risks crossing the line into governance failure. This practice effectively shields management from downside risk while leaving shareholders fully exposed to the consequences of underperformance. Such asymmetry is fundamentally misaligned with Dutch corporate governance standards and basic principles of fairness on a well-functioning capital market. Three questions remain. Our first, on what specific grounds does the Supervisory Board justify its decision to retroactively revise the TSR performance outcome under the 2022-2024 Long-Term Incentive Plan, effectively overriding the original benchmark?
What objective criteria or external validation supported the conclusion that such an adjustment was warranted? Our second question, can the Board explain how this upward adjustment and the previous one-off awards comply with our shareholder-approved remuneration policy and with Dutch law? The Dutch civil law allows deviations only in exceptional circumstances necessary for the company's long-term interest or viability. In what way were these criteria, were these extra grants and the adjustment necessary to serve the criteria and Euronext's long-term interest rather than simply be a nice-to-have reward for management? A third question, what message does the Supervisory Board believe it sends when, despite Euronext's underperformance relative to both the sector index and key peers in terms of total shareholder return, the top executives still receive a substantial LTI payout?
How is this outcome consistent with the principle of pay-for-performance, and how does the board respond to employees and shareholders who perceive this as a reward for underachievement, at least in this period?
Thank you for your questions. I would like to direct them first to our Chair of the Remuneration Committee, Ms. Nathalie Rachou, please.
Right. I think you are in fine form for a yearly duel. Let me, if you allow me, start by your last question, excuse me, which is pay-for-performance. Yourself, you started your set of questions to management by complimenting management upon their performance over the last few years, and especially about 2024. I think that you have handed me the main explanation for the decision of the Supervisory Board regarding the remuneration of 2024 and the LTI especially. I think the performance explains, the quality of the performance of management explains the position taken by the Supervisory Board.
To answer maybe in reverse order, if you allow me, why we decided to do this, despite Dutch law and the remuneration policy, I would add your attention to the fact that the remuneration policy of Euronext, which was approved four years ago, states that due to in exceptional circumstances, if the outcome of the KPIs would result in unfair results, the Supervisory Board has the possibility to take action. That is exactly what we decided to do. What were these extraordinary circumstances? I think you will agree that the merger of two CFIs is an exceptional circumstance, certainly an idiosyncratic event, because it has never happened before. The impact on the TSR of the STOXX 600 Financial Services Index of a major CFI merger has been deep and massive. All right, yes, Deutsche Börse, LSEG have performed in a stellar way, fine.
I think that we needed to have a look at what had affected the reference index, especially since the performance was, in fact, the performance of Euronext vis-à-vis the index in the TSR formula was - 0.4%. Had it been any other figure, not starting by zero, we would not be having this discussion. When it starts with zero and it is so close to the index and is such a vast consequence in the LTI for management and it has been an exceptional year, I think it was worth thinking twice about it. Let me also say that LTI are meant as a retention and motivation tool, and LTI concern not only the CEO and CEO and managing board, but the full leadership team of Euronext.
Depriving the full leadership team, we're talking about roughly 80 people, of their LTI, despite their stellar performance in 2024, would have been an unfair result in the view of the Supervisory Board. Hence, our decision to invoke those exceptional circumstances and the unfair result as a consequence and decided to treat the - 0.4 performance as zero. I think that answers your three questions. In reverse order, I went with that.
Okay. I do not perceive this as a duel. I perceive this as, let's say, being transparent about results and looking at the actual execution of the policy.
A bit transparent, I think.
A reflection on, thank you for your response. We agreed on a remuneration policy. We, as shareholders, want the, let's say, the top management to stay on board. We want the retention. We want to motivate them as well. My first remarks today, that is what I think should normally motivate because we see the performance and we do appreciate that. We have reflected that also in not only providing a base salary, but also a short-term and a long-term bonus for exceptional performance. The criteria are there and we agreed on them. We have put all the motivating factors, retention factors in the criteria. The main reference in the criteria is 600 companies which are anonymized in the STOXX 600.
Just because you slightly just did not make the failure of the TSR to exclude one company because it was something exceptional with UBS, you should look at 599 companies and decide the same afterwards, which would be an incredible exercise and fully non-compliant with an anonymized reference tool, STOXX 600. In certain years, you benefit. If there were some companies which did not make it, of course, then you have a better performance without doing anything. If there is something exceptional like UBS and Credit Suisse, of course, you miss an opportunity. This is only one company. I think to explain to us and to say to me, you referred to the good performance, the good performance is good, and the remuneration for the top management of Euronext is good.
Also, if you would adhere to the remuneration policy which is there and not have increased afterwards the LTI with 100%. I really disagree in full with this. I think Euronext should lead as an example. You are the exchange. You have all those listed companies. You have asset shareholders liking late markets. I just referred to that. You should set the example. You're one of the founding fathers of the Corporate Governance Code in the Netherlands, and it's in there. If you use a discretionary power as a Supervisory Board, it should really be for exceptional circumstances. This is not an exceptional circumstance that UBS took over Credit Suisse and it had an impact on a reference of 600 companies. It's a fake argument.
This is what we now, if it's a one-off, we've protested last year and two years before that, but we see that sometimes you might use some flexibility. Here, it's a pattern. The reference you make that you need to keep the top motivated and retent them will mean that every year we have an upward tool by a Supervisory Board to motivate them again. It's getting into a new policy here. This is really something Euronext, as the one that needs to set the example, can ill afford. I'm really not at all convinced this is a wise thing to do.
Point taken. As a Supervisory Board, as a Remuneration Committee and as a committee chair, we do what is good for Euronext and what is good for its stakeholders. I think that's what we've done in this instance.
May I ask one question? Is this really a unanimous decision within the?
Yes.
Everyone agreed, no discussion, this is logic.
There has been a strong discussion, but it has been voted for unanimously.
If I can please maybe add a couple of comments. I think the Chair of the Remuneration Committee was quite eloquent in explaining the facts and the data. There was high conviction unanimously throughout the Supervisory Board on this topic specifically. While we very much value and we will consider your concerns always, and we appreciate the expression of concerns, we wish also that such subject matters would be analyzed in their merits. Because yes, discretion was used three times over the last five years, but for completely different reasons each time. This has nothing to do with the circumstances and the reasons or the logic or rationale for which we made those decisions back then. This, in its own merits, it would have produced a very unfair outcome and result on management.
I wish to only add a couple of comments and considerations for you to evaluate. One is that it does not turn out there are two criteria that are averaged out, EBITDA and TSR. Now, on the TSR, which is what we are discussing, the outcome would have been, had we granted in 2022 100 shares, would have been zero. Zero. It was binary. Because of 0.4% underperformance on an index, there was disproportionately influenced, not by a simple merger. There was a collapse of a GC fee that has never happened before. There was rescued for no payment, basically, by another GC fee. That obviously produced an exceptional, extraordinary, idiosyncratic result on that specific share that, by the way, also benefited from the appreciation during the same period of the CHF.
It was an exceptional, truly exceptional, idiosyncratic, never happened before result that disproportionately affected the index, where otherwise, excluding that, the performance of Euronext would have been double-digit above the index. It is a binary consequence. It is not that we gave 150%. It would have been 100 shares, according to that criteria, would have turned into zero. That is why it was an unfair result in front of a very strong performance acknowledged by you, by the company in the very same year on the back of an exceptionally complex and very well-achieved PMI of the largest transaction they have ever done, doubling the synergies and reducing the cost of that. To us, it was frankly a no-brainer that we had to act. We are here on your behalf to exercise judgment and not only to use machines or spreadsheets.
Otherwise, you could get a bunch of computers to do the same job. We try to do our best, and we value very much our input on the stock exchange, on corporate governance, and it's important to us, our responsibility. We did not take this decision lightly, but we had high conviction about the exceptional nature of the circumstances, and therefore this was the right decision in our judgment. There was no concern as it relates to the specifics of the case.
Thank you for the explanation. One question to Madame Rachou. You are in the Supervisory Board of UBS. Did you use your discretionary powers to lower, let's say, the outcome of any reference to long-term pay for all the employees of UBS downwards because it was that exceptional idiosyncratic event?
I stepped down from the Board of UBS in April. That no longer applies, I'm afraid.
April is quite recent.
Yes, but I'm no longer with UBS, and I'm certainly not going to comment about UBS.
If that were the case, you have some kind of an argument. Everyone investing in UBS has benefited from this rescue operation. Why should all other companies benefit from something not invested in UBS, but still having all the employees of other companies benefit from that, and we as shareholders pay extra long-term incentives for that? It is an absurd comparison which, if you zoom out macro, only would cost shareholders a lot in all the remuneration policies in Europe. It is really a very bad decision.
My being on the Board of UBS till last April has got nothing to do with the way we treated the remuneration policy and the remuneration report of Euronext. I do not think it applies. I think the Chairman has expressed very eloquently what happened to UBS and Credit Suisse, and that had a disproportionate effect on our TSR reference, and that is why we decided to adjust it. It has nothing to do with the fact that our Chairman is a former executive with UBS and that I am a former non-executive of UBS.
A shareholder, last word on this. Shareholders, we like markets. There are risks, there are uncertainties. Just like Stéphane announced, also in strategy, you cannot really explain in full what the next steps in the future of Euronext will be. You need to have some flexibility there. We love markets, we love risk. We invest because of those risks. Sometimes, yes, you are hit by a negative risk or you are confronted with something which is exceptional. That is what markets do. Sometimes you benefit, sometimes you lose, and you need to just accept that. Here, it is really used as an argument to pay extra, which was not allowed by the shareholders. I am looking forward to receive the outcome of the votes here because I think a lot of shareholders would be against.
Thank you. Respectfully, we confirm that we have to agree to strongly disagree on this topic. Again, I would like to just, for the records, there is absolutely no trace of any conflict of interest in this situation. I left UBS more than four years ago. Obviously, if anything, there would be better knowledge to assess the facts. That's all that there is here. With that, if there are no further comments or questions on this topic, I note that there are no further comments or questions made and are also voting item number one. Are there any shareholders who wish to vote against the proposal to adopt the 2024 remuneration report? Are there any shareholders who wish to abstain from voting?
Shareholders who wish to do so are asked to raise their hand and show the card with the number that you have received at the registration desk. Please mention your name and indicate whether you want to vote against or abstain from voting. If you are a shareholder who wishes to cast votes both in favor and against and wishes to abstain for other votes, you are kindly requested to mention your name, the total number of shares you represent, and for how many shares you vote against the voting item, for how many shares you wish to abstain, and if any, for how many shares you vote in favor. This procedure will be followed at each voting item and will not be repeated.
Yes, not to your surprise. This is the VEB , the Child Association, number 1008 for the record. We vote with all our shares against the remuneration report.
Thank you. The representative from Uptevia. Oh, is he coming? Yes. Excellent.
Good morning, all. My name is Mohcine Zakraoui . I represent Uptevia, the company's registrar and its chairman representing Euronext Securities Mainland, and its chairman representing in this meeting in total 85,679,561 shares. I inform that the meeting that we have been instructed to vote as follows: 50,228,139 votes against this item, 2,162,966 votes as abstentions, and 33,288,445 votes in favor of this item.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to adopt the 2024 remuneration report has not been adopted. We will proceed to the next item.
May I ask one question? Because this is an exceptional outcome of a vote, how does the remuneration committee reflect on the result? What concrete actions, if any, does it intend to take in response?
We will do what we have to do in consideration of the 2025 performance next year and try to avoid any exception to the remuneration policy. That is all I can say. We will adapt to circumstances and do our best to serve Euronext stakeholders.
If I would be in school and get a result of four minus, which is the outcome of this vote in terms of the one to ten, my parents would be really shocked and would say, "You never do this again. You should learn and benefit from the lesson and improve your performance." That is the message I'll get to you as well. Thank you.
Okay. We will proceed to the next item. Agenda item 3C, proposal to adopt the 2024 financial statements. The second voting item in this meeting is the proposal to adopt the 2024 financial statements. Are there any shareholders who have questions about the proposal to adopt the 2024 financial statements? I know that no further comments are made and no questions are asked. Voting item two, are there any shareholders who wish to vote against the proposal to adopt the 2024 financial statements? Are there any shareholders who wish to abstain from voting? I refer to the voting procedure as explained at the first voting item, so please raise your hand and show us the card with the number if you wish to do so.
I infer, the meeting that we have been instructed to vote as follows: 60,959 votes against this item, 230,238 votes as abstentions, and 85,405,353 votes in favor of this item.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to adopt the 2024 financial statements has been adopted. We will proceed to the next item. Agenda item 3D, proposal to adopt a dividend of EUR 2.90 per ordinary share. The third voting item in this meeting is the proposal to adopt a dividend of EUR 2.90 per ordinary share. Are there any shareholders who have questions about the dividend proposal? I note that no comments are made and no questions are asked. Voting item three, are there any shareholders who wish to vote against the proposal to adopt a dividend of EUR 2.90 per ordinary share? Are there any shareholders who wish to abstain from voting?
I infer, the meeting that we have been instructed to vote as follows: 10,868 votes against this item, 621 votes as abstentions, and 85,668,061 votes in favor of this item.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to adopt a dividend of EUR 2.90 per ordinary share has been adopted. We will proceed to the next item. Agenda item 3E, proposal to discharge the members of the Managing Board in respect of their duties performed during the year 2024. The fourth voting item in this meeting is the proposal to discharge the members of the Managing Board in respect of their duties performed during the year 2024. Are there any shareholders who have comments or questions about this item? I note that no comments are made and no questions are asked.
Voting item four, are there any shareholders who wish to vote against the proposal to discharge the members of the Managing Board in respect of their duties performed during the year 2024? Are there any shareholders who wish to abstain from voting?
I infer, the meeting that we have been instructed to vote as follows: 4,577,363 votes against this item, and 533,450 votes as abstentions, and 80,568,737 votes in favor of this item.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to discharge the members of the Managing Board in respect of their duties performed during the year 2024 has been adopted. We will proceed to the next item. Agenda item 3F, proposal to discharge the members of the Supervisory Board in respect of their duties performed during the year 2024. The fifth voting item in this meeting is the proposal to discharge the members of the Supervisory Board in respect of their duties performed during the year 2024. Are there any shareholders who have comments or questions about this item?
Thank you, Chairman. Just a confirmation that on behalf of the VEB, 1008 as our card number, we vote with all our shares against discharge.
Thank you. I note that no further comments are made and no further questions are asked. Voting item five, are there any shareholders who wish to vote against the proposal to discharge the members of the Supervisory Board in respect of their duties performed during the year 2024? Are there any shareholders who wish to abstain from voting?
I infer, the meeting that we have been instructed to vote as follows: 5,917,519 votes against this item, 533,511 votes as abstentions, and 79,228,520 votes in favor of this item.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to discharge the members of the Supervisory Board in respect of their duties performed during the year 2024 has been adopted. We will proceed to the next item on the agenda. Agenda item four, composition of the Supervisory Board. Further to the rotation schedule that has been adopted by the Supervisory Board and that has been published on the website of Euronext N.V., three members of the Supervisory Board, Ms. Alessandra Ferone, Mr. Olivier Sichel, and myself, will retire after the AGM. I'm pleased to announce that Mr. Sichel and myself are available for reappointment for a second term. Ms. Ferone has announced her retirement from the Supervisory Board.
We regret to see her leave and express our gratitude for her valuable contributions to the Supervisory Board. The reference shareholders are recommending Ms. Francesca Scaglia, a successor to Ms. Ferone. The Supervisory Board has drawn up binding nominations for the reappointments of Mr. Sichel and myself, and for the appointment of Ms. Scaglia, each for a term of four years. I refer to the explanatory notes to the agenda and its annex for information about the nominees. Please note that the appointment of Ms. Scaglia is subject to regulatory approval, which has not been obtained. All nominees are present in this meeting. You already know Mr. Sichel and myself. I kindly invite Ms. Scaglia to please stand up and briefly introduce herself to the shareholders.
Okay, thank you to everybody. I'm honored of being appointed and grateful for the trust and confidence that you gave me. I will do my best to contribute to the success of this company with my knowledge, my experience, but also my integrity and commitment, let me say. What to add? I look forward to working with all these esteemed colleagues that I met in these days. I hope I will be able to contribute to your job. Thank you again.
Thank you very much. Let us now proceed to the voting on these reappointments and appointments. The sixth voting item is the proposal to reappoint myself as a member of the Supervisory Board. I kindly ask our Vice Chairman, Mr. Sluimers, to chair the meeting during this item, please.
Thank you, Piero. Since the sixth voting item is the proposal to reappoint Mr. Piero Novelli as a member of the Supervisory Board for a second term of four years, I will take over for a minute. Note that the Supervisory Board has already decided that he, Mr. Piero Novelli, will continue in his position as its Chairman if he will be reappointed. Are there any shareholders who have comments or questions about this item? Mr. Everts, go ahead.
Thank you, Mr. Sluimers. As Dutch Shareholders Association, we, yeah, regularly do not vote against reappointment of a chairperson. I am always a bit awkward to be in the same room, and we have to vote against because you are the personification of the Supervisory Board, but also a member of the Remuneration and Governance Committee. We just had a discussion. We see a lack of compliance with basic principles of good corporate governance, a lack of a social antenna within the Supervisory Board. That has not gone unnoticed today by the shareholders. You have seen the vote on the remuneration policy, which is quite clear. With your track record, we really do not understand why the reputation of Euronext has to be harmed.
The misuse, in our view, you can disagree, of discretionary powers, we have not provided those powers to the non-executives, but nevertheless, they have been used. Three times in a row, and normally in sports where fair play rules apply, three times you're out. We do not longer have the trust in the fair execution of the mandate we provided you in the remuneration policy. Unfortunately, we have to vote against.
Okay, thank you. Are there other comments to be made by this meeting? Please go ahead.
I don't know. This guy is with you, Kevin. The guy is reporting.
Yeah, yeah.
No, it's fine. It's fine. We can proceed.
Yeah, we can proceed. Please go ahead.
No, it's four votes.
Yes.
It's too early.
It's too early, yes, because first you ask for the vote.
Sorry? No, I just asked whether there are comments, and I suggest to vote on the agenda item on the reappointment of Mr. Novelli to the Supervisory Board. Are there any other shareholders who wish to vote against the reappointment of Mr. Novelli? Are there any other shareholders who want to abstain from voting?
I infer, the meeting that we have been instructed to vote as follows: 7,620,863 votes against this item, 137,679 votes as abstentions, and 77,921,008 votes in favor of this item.
Thank you. If there are no further votes against or no further abstention, I assume that the remainder of the votes are in favor, and I conclude the resolution to reappoint Mr. Novelli for a term of four years has been adopted. I would like to congratulate Piero on his reappointment.
Thank you very much, and thank you all for your trust. The seventh voting item is the proposal to reappoint Mr. Olivier Sichel as a member of the Supervisory Board for a second term of four years. Are there any shareholders who have comments or questions about this item? I note that no comments are made and no questions are asked. I suggest to vote on the agenda item to appoint Mr. Sichel to the Supervisory Board. Voting item seven, are there any shareholders who wish to vote against the appointment of Mr. Sichel?
Are there any shareholders who want to abstain from voting?
I infer, the meeting that we have been instructed to vote as follows: 2,087,089 votes against this item, 137,668 votes as abstentions, and 83,454,793 votes in favor of this item.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the resolution to appoint Mr. Sichel for a term of four years has been adopted. The eighth voting item is the proposal to appoint Ms. Francesca Scaglia as a member of the Supervisory Board for a first term of four years, subject to regulatory approval. Are there any shareholders who have comments or questions about this item? I note that no comments are made and no questions are asked. I suggest to vote on the agenda item to appoint Ms. Scaglia to the Supervisory Board. Voting item eight, are there any shareholders who wish to vote against the appointment of Ms. Scaglia? Are there any shareholders who want to abstain from voting?
I infer, the meeting that we have been instructed to vote as follows: 724,947 votes against this item, 137,629 votes as abstentions, and 84,816,974 votes in favor of this item.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the resolution to appoint Ms. Scaglia for a term of four years has been adopted. I congratulate Mr. Sichel with his reappointment and Ms. Scaglia with their appointment and look forward to working with them on the Supervisory Board. We will proceed to the next item. Agenda item five, composition of the Managing Board. The next voting item on the agenda of this meeting are the reappointments of one of the members of the Managing Board, Ms. Delphine d'Amarzit, and the reappointment of a new member, Mr. René van Vlerken, both for a term of four years. The Supervisory Board has drawn up binding nominations for this reappointment and this appointment.
I refer to the explanatory notes to the agenda and its annex for information about the candidates. Approvals for Mr. van Vlerken's appointment from the Dutch Minister of Finance and from the College of Regulators have already been obtained. It should therefore be noted that both the reappointments and the appointment will have immediate effect. I kindly invite Mr. van Vlerken to stand up and briefly introduce himself to the shareholders. Thank you. Thank you, Mr. Chairman. René van Vlerken, thank you for the nomination to become the CEO of Euronext Amsterdam and the managing board member. It's a great honor, it's a great pleasure, and I really look forward to continue working on the realization of the strategic ambitions of Euronext and build a very vital and very sustainable capital market in the Netherlands specifically. Thank you. Thank you very much.
Are there any shareholders who have comments or questions about this item? I note that no comments are made and no questions are asked. Voting item nine, the ninth voting item is the proposal to reappoint Ms. Delphine d'Amarzit as a member of the Managing Board. Are there any shareholders who wish to vote against the reappointment of Ms. d'Amarzit? Are there any shareholders who wish to abstain from voting?
I infer, the meeting that we have been instructed to vote as follows: 268,240 votes against this item, 55,373 votes as abstentions, and 85,355,937 votes in favor of this item.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the resolution to reappoint Ms. d'Amarzit for a term of four years has been adopted. Voting item ten, the tenth voting item is the proposal to appoint Mr. René van Vlerken as a member of the Managing Board. Are there any shareholders who wish to vote against the appointment of Mr. van Vlerken? Are there any shareholders who wish to abstain from voting?
I infer, the meeting that we have been instructed to vote as follows: 268,089 votes against this item, 55,442 votes as abstentions, and 85,356,019 votes in favor of this item.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the resolution to appoint Mr. van Vlerken for a term of four years has been adopted. I congratulate Ms. d'Amarzit with their reappointment and Mr. van Vlerken with his appointment. We will proceed to the next item. Agenda item six, proposal to amend the remuneration policy with regard to the Managing Board. The eleventh voting item is the proposal to amend the remuneration policy with regard to the Managing Board. I refer to the explanatory notes to the agenda and its annex for information about the proposal. Are there any shareholders who have comments or questions about this item?
Surprise, surprise, Chairman. Yes. Here again, Gerben Everts of the Dutch Shareholders Association. The bone of contention is the broad discretionary leeway afforded by the ultimum remedium clause. As the interpretation by the Supervisory Board in practice has shown to be as limber as a dish rack, we obviously will vote against the proposed remuneration policy with all our shares. Only with more structural safeguards to prevent misuse or flexibility or disagreement about the interpretation, we can approve any new remuneration policy. My questions are: were revisions in the remuneration policy proposed to eliminate or restrict the discretionary mechanism? If so, why were these not incorporated? Now you have chosen to proceed with largely similar plans despite such a clear signal of disapproval last year, this year, why?
Furthermore, what specific peer benchmarking data and which shareholder consultants were used to inform and support the proposed changes to the remuneration policy? Why does the policy refrain from disclosing the names of the peer companies included in the reference markets used for benchmarking purposes? For instance, the policy states that Euronext does not disclose the actual financial targets for the short-term incentives, citing commercial sensitivity while asserting that these targets are aligned with the group's published strategic and financial goals. However, given that the underlying targets relate to relatively high-level metrics such as revenue and operational cost, is this justification for non-disclosure truly compelling? Furthermore, last remark, some analysts have observed that the financial guidance provided at recent Capital Markets Day were relatively undemanding. How does the Supervisory Board mitigate the risk that performance targets are set too low, thereby resulting in excessive pay for mediocre performance?
Thank you. I'd like to direct the question to the Chair of the Remuneration Committee, Ms. Nathalie Rachou, please.
Thank you for the question. On the first item, we have left the remuneration policy untouched on everything to do with the Dutch law, and we have kept it absolutely unchanged. There has been no change. For the benchmarking, we used a Mercer analysis, and it is true that we have not disclosed all the benchmarks, but I mean, we use similar market cap companies on the French market, on the Dutch market, and on the Italian market so as to have a significant panel. We certainly have required a fairly thorough benchmarking exercise from Mercer and feel confident that we have taken it into account to adjust the remuneration policy. On the financial KPIs, it has been discussed with management upon numerous occasions, but we consider it too dangerous to communicate financial KPIs, I mean, financial targets, because then it would allow analysts to use the guidance too precisely.
We need to monitor the guidance. We cannot have financial KPIs completely wide open for interpretation and analyst consideration. That is the reason why we do not publish the financial targets for the STI. As for your fourth question on undemanding financial KPIs, I strongly object to that. We discuss the budget every year with management and challenge it, and we push management for demanding targets, and those are reflected in our LTI indices.
Thank you for your answer. Just to explain why I raised the questions and not that certain that the response will get the cheer of the shareholders here. We believe that if you set an incentive program, you need to be clear: who are the peer companies? What are the financial targets? For us to be able to assess afterwards whether you have, in the execution of the remuneration, done that according to the initial targets. We cannot do that. That is, you refer to analysts that can have detailed things in their spreadsheet, but for us, it is very important to know beforehand: this is what we agreed upon, it is executed, we can assess whether that is in line with the preset targets, but now we cannot. The leeway for the Supervisory Board is hence relatively unlimited.
I'm happy that you say that the targets are ambitious, but also that we cannot assess beforehand. It's very difficult to agree with a remuneration policy which is putting us into the blank. We don't know what it is. Yeah, therefore we still will vote against.
Are there any other comments or questions about this item? I note that there are no further comments and no further questions being asked. I suggest to vote on the proposal to amend the remuneration policy with regard to the managing board, voting item 11. Are there any shareholders who wish to vote against the proposal to amend the remuneration policy with regard to the managing board? Are there any shareholders who wish to abstain from voting?
I affirm the meeting that we have been instructed to vote as follows: 1,484,343 votes against this item, 38,034 votes as abstentions, and 84,191,373 votes in favor of this item.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to amend the remuneration policy with regard to the Managing Board has been adopted. We will proceed to the next item, agenda item seven, proposal to amend the remuneration policy with regard to the Supervisory Board. The twelfth voting item is the proposal to amend the remuneration policy with regard to the Supervisory Board. I refer to the explanatory notes to the agenda and its annex for information about the proposal. Are there any shareholders who have comments or questions about this item? I note that no comments are made and no questions are asked. I suggest to vote on the proposal to amend the remuneration policy with regard to the Supervisory Board.
Voting item twelve, are there any shareholders who wish to vote against the proposal to amend the remuneration policy with regard to the Supervisory Board? Are there any shareholders who wish to abstain from voting?
I affirm the meeting that we have been instructed to vote as follows: 3,034,419 votes against this item, 37,099 votes as abstentions, and 82,641,332 votes in favor of this item.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to amend the remuneration policy with regard to the Supervisory Board has been adopted. We will proceed to the next item, agenda item eight, proposal to appoint the external auditor. The thirteenth voting item is the proposal to appoint KPMG Accountants N.V. as Euronext external auditor to audit the financial statements for 2025, including the CSRD report. In accordance with Article 27.3 of the Articles of Association of Euronext N.V., the meeting is asked to appoint KPMG Accountants N.V. as the external auditor to audit the financial statements for the financial year 2025, including the CSRD report. Are there any shareholders who have comments or questions about this item?
I know no comments are made and no questions are asked. I suggest to vote on the proposal to appoint the external auditor. Voting item thirteen, are there any shareholders who wish to vote against the proposal to appoint the external auditor? Are there any shareholders who wish to abstain from voting?
I affirm the meeting that we have been instructed to vote as follows: 28,091 votes against this item, 940 votes as abstentions, and 85,675,719 votes in favor of this item.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to appoint KPMG Accountants N.V. as the external auditor to audit the financial statements of 2025, including the CSRD report, has been adopted. We will proceed to the next item, agenda item nine, proposal regarding cancellation of the company's own shares purchased by the company under the share repurchase program. The fourteenth voting item is the proposal regarding the cancellation of the company's own shares purchased by the company under the share repurchase program. On the eleventh of March 2025, the company announced that it had completed the share repurchase program that it had announced on the seventh of November 2024.
The purpose of the program was to reduce the share capital of Euronext, and therefore it is proposed to the general meeting to cancel 2,692,979 own ordinary shares which were purchased under the aforementioned share repurchase program. Are there any shareholders who have comments or questions about this item? I know no comments are made and no questions are asked as we approach lunch. I suggest to vote on the proposal regarding cancellation of the company's own shares purchased by the company under the share repurchase program. Voting item fourteen, are there any shareholders who wish to vote against the proposal regarding the cancellation of the company's own shares purchased by the company under the share repurchase program? Are there any shareholders who wish to abstain from voting?
I affirm the meeting that we have been instructed to vote as follows: 558,387 votes against this item, 13,514 votes as abstentions, and 85,107,649 votes in favor of this item.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal regarding the cancellation of the company's own shares purchased by the company under the share repurchase program has been adopted. We will proceed to the next item, agenda item ten, voting item fifteen and sixteen, proposal to designate the managing board as the competent body to issue ordinary shares and to restrict or exclude the preemptive rights of shareholders. Agenda item ten contains two proposals. The first proposal is to designate the managing board as the competent body to issue ordinary shares, which is voting item fifteen.
The second proposal, voting item sixteen, is to designate the Managing Board as the competent body to restrict or exclude the preemptive rights of shareholders in relation to the shares that would be issued on the basis of the approval of voting item fifteen. As you are aware, the first proposal concerns the extension of the designation of the Managing Board as per today for a period of eighteen months as the competent body to, subject to the approval of the Supervisory Board, issue ordinary shares and grant rights to subscribe for ordinary shares up to a total of 10% of the currently issued ordinary share capital, such in accordance with what is set out in the explanatory notes to the agenda.
The second proposal concerns the extension of the designation of the managing board as per today for a period of eighteen months as the competent body to, subject to the approval of the supervisory board, restrict or exclude the preemptive rights of shareholders. I refer to the explanatory notes to the agenda. For further details, are there any shareholders who have comments or questions about these two items? I note no comments are made and no questions are asked. You are requested to separately vote on the proposal to designate the managing board as the competent body to issue ordinary shares and to restrict or exclude the preemptive rights of shareholders. Voting item fifteen, are there any shareholders who wish to vote against the proposal to designate the managing board as the competent body to issue ordinary shares? Are there any shareholders who wish to abstain from voting?
I affirm the meeting that we have been instructed to vote as follows: 523,318 votes against this item, 13,477 votes as abstentions, and 85,142,755 votes in favor of this item.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to designate the Managing Board as the competent body to issue ordinary shares has been adopted. Voting item sixteen, are there any shareholders who wish to vote against the proposal to designate the Managing Board as the competent body to restrict or exclude the preemptive rights of shareholders? Are there any shareholders who wish to abstain from voting?
I affirm the meeting that we have been instructed to vote as follows: 1,792,597 votes against this item, 14,074 votes as abstentions, and 83,872,879 votes in favor of this item.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to designate the Managing Board as the competent body to restrict or exclude the preemptive rights of shareholders has been adopted. We will proceed to the next item, agenda item eleven, proposal to authorize the Managing Board to acquire ordinary shares in the share capital of the company on behalf of the company. The seventeenth voting item is the proposal to authorize the Managing Board to acquire ordinary shares in the share capital of the company on behalf of the company of up to 10% of the issued ordinary share capital at the time of the purchase. For further details, I refer to the explanatory notes in the agenda.
Are there any shareholders who have comments or questions about this item? I note no comments are made and no questions are asked. I suggest to vote on the proposal to authorize the Managing Board to acquire ordinary shares in the share capital of the company on behalf of the company. Voting item seventeen, are there any shareholders who wish to vote against the proposal to authorize the Managing Board to acquire ordinary shares in the share capital of the company on behalf of the company? Are there any shareholders who wish to abstain from voting?
I affirm the meeting that we have been instructed to vote as follows: 827,702 votes against this item, 137,947 votes as abstentions, and 84,738,901 votes in favor of this item.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to authorize the Managing Board to acquire ordinary shares in the share capital of the company on behalf of the company of up to 10% of the issued ordinary shares at the time of the purchase has been adopted. Agenda item twelve, proposal to authorize the Supervisory Board or Managing Board, subject to approval of the Supervisory Board, to grant rights to French beneficiaries to receive shares in accordance with Articles L225-1 97-1 of the French Code of commerce.
The final voting item is the proposal to authorize the Supervisory Board or Managing Board, subject to the approval of the Supervisory Board, to grant rights to French beneficiaries to receive shares in accordance with Articles L225- 197-1 of the French Code of Commerce. I refer to the explanatory notes to the agenda for further details. Are there any shareholders who have comments or questions about this item? I note no comments are made and no questions are asked. I suggest to vote on the proposal to authorize the Supervisory Board or Managing Board to grant rights to French beneficiaries to receive shares in accordance with Articles L225-1 97-1 of the French Code of commerce.
Voting item eighteen, are there any shareholders who wish to vote against the proposal to authorize the Supervisory Board or Managing Board to grant rights to French beneficiaries to receive shares in accordance with Articles L225- 197-1 of the French Code of commerce? Are there any shareholders who wish to abstain from voting?
I affirm the meeting that we have been instructed to vote as follows: 1,565,129 votes against this item, 13,946 votes as abstentions, and 84,100,475 votes in favor of this item.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to authorize the Supervisory Board or Managing Board to grant rights to French beneficiaries to receive shares in accordance with Articles L225- 197-1 of the French Code of commerce has been adopted. Agenda item thirteen, any other business? If any of the shareholders present at this meeting wishes to make any announcement, an announcement, raise any other issues, or put any remaining questions to the Managing Board or the Supervisory Board, this would be the time to do so. Please.
Thank you, Mr. Chairman. I'm Mr. Velzeboer, and I attend on behalf of the shareholders of Oranjewoud. We have a claim because Euronext Amsterdam, they have to try to do their best, but we have a claim now. They are against their regulations, and that is for 2004-041, and we have to get our money. Now we didn't get the money because Euronext and the AFM, they said, "We missed your claim, and now I want to handle you our papers, and I ask you to attend us in this meeting." May I give you this?
Thank you for your question. Yes, please. Thank you, sir.
Thank you very much.
Thank you for your question and your remarks. Firstly, I want to acknowledge the importance of every shareholder's voice in this meeting. Your feedback is always valuable to us, and we take all concerns seriously. However, regarding the specific issue you mentioned, the General Shareholders' Meeting is not the appropriate forum for such discussion, but our management team is prepared to provide more detailed information and discuss with you your concerns in a separate conversation. We are committed to transparency and are always open to dialogue with our shareholders. Thank you. I conclude that none of the shareholders wishes to make any more announcements or remarks. Agenda item fourteen, I hereby close the annual general meeting and thank everybody for their presence. Thank you.