Good morning, everyone. Dear shareholders, I hereby open the annual general meeting of Euronext N.V. My name is Piero Novelli. I am the Chair of Euronext Supervisory Board.
I welcome you all on behalf of the Supervisory Board and the Managing Board of Euronext N.V., list the 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. From now on, I will refer to Euronext N.V. as either 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 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 are the nominees for appointment to the managing board, Mr. Manuel Bento and Mr. Benoît van den Hove. A number of senior staff members of the company are present, among them Ms. Aurélie Cohen, who is our Head of Investor Relations. Please note the presence of Ms. Corinne Holdinga , our notary, and of Mr. Jasper Kolsters, the lead partner at EY, our external accountant for the 2022 accounts. In accordance with the articles of association, the general meeting is held in Amsterdam, this being the municipality where the companies 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 31st of March, 2023 on Euronext website, including the agenda and explanatory notes thereto. This announcement explained 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 this, the subsequent three 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 about 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 at the registration date, which was April the 19th. I will now announce the relevant numbers for today's meeting. Attendance AGM 2023.
Issued share capital as per the registration date: 107,106,294 shares. Shares with voting rights: 106,722,913 shares. Represented shares: 85,226,977 shares. Percentage of the issued capital present or represented: 79.85%. Absolute 50% plus 1 majority of the votes: 42,613,490 shares. Qualified 75% plus one majority of the votes: 63,920,234 shares. Agenda item two: Presentation of the chief executive officers.
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 2022 and the Q1 2023 figures.
Thank you, Mr. Chairman, and good morning, everybody, and welcome in Amsterdam.
I was just saying thank you and welcome to Amsterdam in this wonderful city.
I will start with some highlights of the past four years, and I will then provide you with an update on our ESG commitments, which are very important for the company, before concluding with an update on our full year 2022 and our Q1 2023 performance. Starting on slide 4 with a snapshot of the progress made over the last four years. With the acquisition of Borsa Italiana, we have transformed Euronext into the leading Pan-European market infrastructure.
Concretely, it means that we are now operating seven exchanges in Europe, uniting around EUR 6.8 trillion in aggregated market capitalization.
Euronext is by far the largest network of exchanges that exist in Europe today, and this has strategically positioned us as the listing venue of choice in Europe and beyond. In addition, we have grown our post-trade business with the addition of two CSDs and a proprietary clearing house, and this gives us the capability to manage the entire capital market value chain for the first time since our re-IPO in 2014. Thanks to this diversification strategy, Euronext has more than doubled its underlying revenue and income.
Meanwhile, we have maintained our best-in-class cost discipline, leading to an adjusted EBITDA margin above 58%. Moving on page 5, these numbers reflect what I think of the most important achievement of the past few years, which is the performance of the Euronext business, which is more than diversified than ever. Concretely, the increased diversification appears in several dimensions. First, Euronext has significantly grown its share of non-volume related activities, making the revenue of our company more robust throughout different market conditions. Secondly, Euronext has diversified its trading activity with the expansion into power trading and fixed income trading.
As you can see it, since 2019, we have strengthened our CSD activities, adding Euronext Securities Copenhagen, Euronext Securities Milan, to our existing network of European CSDs, Euronext Securities Oslo and Euronext Securities Porto. Finally, since the acquisition of the Borsa Italiana Group in 2021, we are also the owner of a proprietary clearing house, Euronext Clearing, which as I will comment later on, is transforming the outlook of the company. On slide 6, as you can see it, since 2019, we have also expanded significantly and strengthened our presence in the Nordic region and significantly expanded our footprint in Italy.
The Nordic region, before the acquisition of Borsa Italiana, was representing 25% of the top line of the group and is definitely an area and a part of Europe where Euronext will continue growing. Together, the new geographies, the Nordic regions, the incremental businesses in the Nordic regions and Italy, accounted for close to 40% of the additional revenue in 2022 compared to the revenue in 2019. The company is becoming genuinely Pan-European with these developments in the Nordic regions and in Italy. Throughout our journey, we are now on slide seven, we delivered on our ambition to build the leading Pan-European market infrastructure. Euronext is today the first equity listing venue in Europe, as demonstrated in particular the performance of Amsterdam for international listing.
The first cash equity trading venue in Europe, the first bond listing venue, in particular in Dublin, not only in Europe, but worldwide when it comes to bond listing. We now also operate strong assets in fixed income with MTS in Rome. We operate strong post-trade assets with fully owned multi-asset classes clearing houses, a clearing house, Euronext Clearing, and the third-largest CSD network in Europe. As you can see it, Euronext is today the leading diversifying Pan-European market infrastructure.
Moving to slide eight, cash generation and capital allocations are absolutely key to the sustainable success of Euronext. Euronext is in the business of creating capital, not destroying capital. Over the past few years, we have maintained our rigorous capital allocation policy. We have strategically invested around EUR 4.7 billion since 2019.
Our strong cash flow generation and our continued deleveraging discipline has allowed us to decrease the leverage from 3.2 times net debt to adjusted EBITDA at the moment of the Borsa Italiana acquisition in April 2021 to 2.1 time at the time, at the end of March 2023. Our continued consistent, robust deleveraging progress was recognized as S&P upgraded Euronext to BBB+ in February this year. Slide 9 illustrates Euronext expansion into the Nordic region, which was a major component of our development over the past few years.
We started with the acquisition of Oslo Børs VPS in 2019, which has become now a strategically important hub for the listing of energy companies.
This transaction enabled us to integrate Euronext Securities Oslo, the Norwegian CSD, into a post-trade franchise, together with Euronext Securities Copenhagen, that joined the group in 2020, and Euronext Securities Milan. This allowed us to create the third-largest network of CSD in Europe after Euroclear and Clearstream. We have furthermore diversified into a new asset class with the acquisition of the power trading market, Nord Pool, which has continuously expanded beyond the Nordics since joining Euronext, in particular over the past 12 months.
I want to focus now on page on the slide 10, because since our IPO, we have demonstrated a unique track record of integrated strategic assets, achieving EUR 182 million of synergies. We have successfully completed the first milestones of the Growth for Impact 2024 strategic plan on time and on budget.
This allowed us to upgrade in February this year, our synergies target for the Borsa Italiana acquisition, which were EUR 60 million, originally announced in October 2020, to EUR 100 million in November 2021, and to EUR 115 million run rate cumulative synergies in relation to the acquisition of Borsa Italiana by the end of 2024, as announced in February 2023. We will therefore deliver almost double of the amount of synergies initially targeted in relation to the acquisition of the Borsa Italiana Group.
Let me continue on slide 11 with a demonstration or an illustration of how we'll become the only fully integrated trading value chain across Europe. As you can see it on this page, the past few years, sorry, marked several material milestones that will shape the future of Euronext in the years to come.
We were able to reinforce our position as the leading venue for equity listing in Europe and for debt listing world-worldwide. The successful migration of the Italian cash markets into Optiq has paved the way to the upcoming migration and the expansion of Euronext Clearing to all Euronext markets. Combined with the successful migration to a new core data center in June last year that migrated from Basildon near London, outside the European Union, to Ponte San Pietro near Bergamo in the European Union, and the recent internalizations of the technologies powering MTS and Euronext Securities, we are now more than ever on the right path to build the only fully integrated trading value chain across Europe.
This development, combined with our innovation capabilities, as the one we announced today in trading, will further unlock opportunities for growth in the near future.
As you can see it on page 12, on slide 12, as our performance has supported value creation for our shareholders. With the share price of our company increasing by +303% since the Euronext IPO in 2014, and outperforming some of our peers. Turning to slide 14 to have a look at our ESG achievements. As you know it, we believe that Euronext must play a critical role to promote the evolution, and I should even say the transformation of companies to more sustainable business models.
Therefore, we continue to advance on the different pillars of our Fit for 1.5° commitment. We pursue the deployment of our ESG offering as we continue to strengthen the ESG franchise of our national flagship indices.
We also welcome additional issuers of sustainability-linked bonds on our markets, Euronext became the world's leading ESG bond venue in terms of issuance amount and number of issuers, reaching EUR 1 trillion in sustainable bonds listing on our markets, clearly in Dublin, also across all the other locations within the Euronext Group. As a company, Euronext must lead by example. We started to deliver on our own corporate ambitious ESG commitments with the successful migration to our new green core data center near Bergamo that represent a key milestone towards our Fit for 1.5° commitment.
As everyone knows, this new core data center of the group is fully powered by green energy, by photovoltaic panels, by geothermal technologies, and by two small hydro power plant nearby.
That's a great contribution to the reduction of the carbon footprint, not only of Euronext, but also of our clients that are co-located in this facility operated by Aruba, near Bergamo. Furthermore, we continue to empower our people in many ways, and let me just mention the fact that we continue to the program to grant 10 shares to all employees, as now every single employee of Euronext is granted 10 shares every year at least.
Wide training sessions on climate issues and continuous efforts to foster diversity and inclusion in the management team, where it is a permanent effort that takes time to materialize, but which is a fundamental and ambivalent commitment of the group.
On slide four, continuing with the ESG, as you may have already seen in our Universal Registration Document, we disclosed our first set of carbon targets for Euronext as a company in line with the Science Based Targets initiative. These targets include an expected reduction by at least 53.5% of our Scope 1 and Scope two emissions by 2030 compared to the level of those emissions in 2020, as well as a reduction by at least 46.2% of our Scope 3 travel emissions by 2030 compared to the similar level in 2019.
Let me underline, because I think it's extremely important, that these objectives will be achieved without any acquisition of carbon offset certificates, but just through fundamental changes in the way we operate our business, which raised the bar for delivering.
I'm very proud that these ambitious targets were validated by the Science Based Targets initiative earlier this year. Our commitment was also rewarded with the integration of Euronext in the CAC SBT 1.5° index. This index invests solely in companies that set targets in line with the 1.5 degree goal of the Paris Agreement. I'm looking forward to translate our ambitious carbon footprint reduction targets into concrete actions together with all the teams in the years to come. Let's have a look at the highlights of 2022, starting with slide 17. I would like to highlight the performance of our listing business, which grew +15.1% and reporting solid listing activities with 83 new listing in 2022.
In particular, we welcome 20 international companies, which is a recognition that Euronext is now the venue of choice for listing in Europe, in particular, but not only, but in particular in Amsterdam. In trading, the software volume environment for cash equity trading in the second half of 2022 was offset by efficient management of yield and an uptick in market share from October 2022. We also recorded a very strong year for power and forex trading. Our post-trade franchise significantly benefited from the consolidation of Euronext Clearing and Euronext Securities Milan, which were acquired as part of Borsa Italiana Group on 21 of April 2021. The diversified business Euronext Securities allowed us to capture-Value as settlement activity stabilized in H2 2022.
Furthermore, our advanced data services business increased by +15.5%, reflecting growth across real-time and non-real time data business as well as index rule. Lastly, following the successful migration of our core data center to Ponte San Pietro near Bergamo in June 2022, we significantly scaled up our technology solution business, reaching over EUR 100 million of revenue for this segment. This brings me on slide 18 to our ongoing focus on cost discipline, with the bigger picture on financials on this page. Thanks to our strong cost discipline and several positive one-off impact over the year, we overachieved our revised cost guidance of EUR 612 million, down from our initial cost guidance of EUR 622 million for 2022.
For 2022, we reported EUR 606.1 million of underlying expenses excluding D&A. This was achieved despite inflationary pressure, which was already pretty strong in 2022. Consequently, our 2022 adjusted EBITDA grew double-digit to EUR 861.6 million. This translated into an adjusted EBITDA margin at 58.7%. Overall, this performance resulted in a 5.7% increase of adjusted net income to EUR 555.3 million. Adjusted EPS was down -4.8% to EUR 5.21 per share, and this reflects the higher number of outstanding shares over 2022 compared to 2021. On a reported basis, net income was up +6% to EUR 437.8 million.
Consequently, a dividend of EUR 2.22 per share is proposed today for your approval. This dividend represents a payout ratio of 50% of reported net income, adjusted to the EUR 49 million pre-tax or EUR 35 million post-tax one-off loss related to the partial disposal of the Euronext Clearing portfolio announced in Q2 2022. That's EUR 0.29 more than the 2021 dividend per share, an increase of 13%. Moving to slide 19. Despite inflationary pressure, our cost discipline will remain a fundamental component of our D&A for this year. In 2023, Euronext expects its underlying expenses, excluding D&A, to be around EUR 630 million compared to the annualized H2 2022 underlying expenses excluding D&A of around EUR 620 million.
This slight increase solely relates to growth initiatives to develop non-volume related activities.
In other words, we expect the cost base of Euronext to remain stable as cost savings and synergy will entirely compensate inflation and business development costs. Slide 20 shows our improved financial profile at the end of March 2023. From balance sheet and debt perspective, our improved financial profile was recently recognized by S&P that upgraded Euronext to BBB+ in February 2023. We continued to our journey, our deleveraging path with net debt to adjusted EBITDA 2.2 times at the end of the year, excluding cash and transit at NetPromoter. This brings me to our Q1 2023 performance, starting on slide 22. Euronext reported this quarter a solid performance for the Q1 of 2023.
Total revenue and income amounted to EUR 372.3 million, in line with expectations.
This performance was down -5.9% compared to Q1 2022 because as you certainly remember it, as everyone remembers it, Q1 2022 was a period of unprecedented volatility due to the geopolitical situation in Ukraine, in particular the invasion of Ukraine by Russia in February last year. In Q1 2023, this year, our non-volume related business posted strong organic growth, now accounting for substantial 58% of our total revenue. Technology solutions in particular grew by +19.4%, driven by incremental colocation revenues in our new core data center in Ponte San Pietro near Bergamo. Advanced Data Services reported an organic growth of +7%, thanks to strong performance of our data business and our data solutions.
From a cost perspective, we reported EUR 153.8 million of operating expenses, excluding D&A this quarter, up +7.1% compared to last year. This cost performance is in line with our cost guidance for 2023, and this cost performance demonstrates our continued cost discipline despite inflationary pressures. As you might remember, in Q1 2022, our cost base benefited from a positive one-off, whereas in 2023 we incurred some costs for growth projects. Adjusted EBITDA was EUR 218.5 million, representing a 58.7% adjusted EBITDA margin for the Q1 of 2023.
This performance resulted in Euronext reporting its second-best quarter ever in terms of adjusted net income at EUR 147.1 million, and in an adjusted EPS of EUR 1.38 per share.
We continued our solid deleveraging path and reached 2.1 times net debt to adjusted EBITDA at the end of Q1 2023. Let's move to slide 23 and briefly look at our business highlights for the quarter. Technology solutions, as I said, technology solutions revenue was up +19.4%, resulting from the internalization of our colocation services following the migration of our core data center in Italy. Advanced data services was up +7%, driven by an increased number of clients and improved revenue capture, as well as a strong performance of the data solutions business. Listing revenue were slightly down, -1.2%, impacted by the depreciation of the NOK versus the euro.
In Q1 2023, Euronext confirmed its leadership for equity listing in Europe with a special recognition to the very strong performance of the IPO markets in Oslo and in Milan. Post-trade revenue were also slightly down 1.9%, reflecting lower clearing revenue and NTI, while custody and settlement reported its best quarter ever. Lastly, trading revenue was down -14.5%, reflecting a normalization of market conditions against the record volatility levels reached during Q1 2022. Particularly, the lower cash and derivatives revenues were partially offset by the strong performance of our fixed income and power trading activities. With this, I will give the floor back to our chairman.
Thank you, Stephane, for your presentation. Agenda item three, annual report 2022. The annual report 2022 comes in the form of a Universal Registration Document in reliance on the grandfathering rules set out in Article 9(3) of the Regulation (EU) 2017/1129. Euronext filed its Universal Registration Document without prior approval of the AFM. Agenda item three-A, 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. As explained in the explanatory notes to the AGM agenda, in July 2022, Euronext announced that Euronext Clearing reduced its investment portfolio with the aim of strengthening and preserving its available regulatory capital and aligning the investment strategy to the level of market volatility and uncertainty. As a result, Euronext recorded a post-tax loss of EUR 35 million in the Q3 of 2022.
As the sale of the portfolio had no negative impact on the available capital of the group, Euronext announced the proposed dividend for the financial year 2022 will be adjusted to neutralize any negative impact from this operation.
Before we proceed to the proposals to adopt the remuneration report and to adopt the financial statements, I would like to give the floor to Mr. Jasper Kolsters of EY, our external auditor for the 2022 financial statements. I point out that Euronext has waived the obligation of EY to observe confidentiality for the purpose of the AGM. Mr. Kolsters will briefly discuss the audit process and the procedures in relation to the audit of the financial statements, and he's happy to take questions from the shareholders after his presentation. I kindly invite Mr. Kolsters to give our shareholders his views.
Okay, Mr. Chairman, thank you very much for the opportunity to discuss our audit.
My name is Jasper Kolsters. I'm a partner at EY, and the audit of 2022 is the first year that I've acted as the external auditor, replacing my colleague who had to rotate off due to independence considerations. Let's go to the first slide of our presentation. This is the topics that I want to discuss. I want to briefly touch on the audit approach, the way that we've organized our audit and our, actually, our audit procedures. Topic 2 is the key audit matters that we've included in our auditor's report, and lastly, the results of our procedures. We go to the next slide. There's quite a lot of information on this slide, and hope that everybody can read it.
The scope of our audit procedures is that we've audited the consolidated financial statement and the parent-only financial statements. We've also assessed whether the director's report meets the requirements under Dutch law and includes all the information that is required to be included. Lastly, we have also looked at a number of We performed an additional assurance engagement on the ESG KPIs included in the director's report. I'm overall responsible for the audit of the group, meaning of course, we don't do that, I don't do that alone, but we have also involved our component teams, which are the audit teams of the various subsidiaries of the group. We also involve specialists in the audit, meaning we have a combined team where we work with our French colleagues.
Indeed, as I mentioned, the audit teams of the components, but we involve valuation specialists, actuarial specialists, and also, which is also very important as part of the audit team, our IT colleagues. The audit starts with determining materiality. We've used an amount of EUR 30 million for the audit, which is the same number as last year. That number is based on profit before tax. Using that materiality and now talking about the approach itself, that's, well, materiality is the starting point of the audit. Then we determine which are the elements, well, that are most successful, well, most likely to contain errors. Then we determine our significant risk and fraud risks.
Having done that, there are a number of topics that in every audit are very important, meaning that's the going concern assumption, and we also space specific attention, for example, to compliance of laws and regulations and fraud. In those areas, we perform additional substantive procedures. If you talk about the ESG element, as I said, that audit is performed by a colleague, and you've seen the auditor's report included in the URD. The scope of the audit is slightly different than for a normal audit, where we provide a, well, a, on the ESG element, a lower level of assurance, meaning there we verify that something is, well, we have not identified any specific findings in that respect.
Talking about the key audit matters, that's on the next slide. We've identified three, four key audit matters. That's, the first one is, the impairment testing of goodwill and other intangibles. The second item is the capitalization of software expenses, relating to the various projects that the company is currently executing. We've assessed, the fair value measurement of a number of the financial assets, and as lastly, we focused on the reliability and continuity of electronic data processing. Going to the last slide of the presentation. What are then our conclusions? We've established, we've issued an unqualified auditor's report on the IFRS financial statements. We've assessed that the director's report meet all the requirements in the Dutch law.
Lastly, we've provided limited assurance on the ESG KPIs included in the director's report.
Thank you.
Thank you.
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. I represent the Dutch Investors' Association and European Investors.
I do have a few questions on the presentation by Stefan, but that will come later, I presume. On the audit, one particular question, we just saw the key audit matters-
Mm-hmm.
We heard Stephane, his ambition to be fit for the 1.5°, the carbon emission reduction, the 1.5° ambition for Euronext. Should this not be a key audit matter? Because this will be for all the those that list on Euronext, it will be or in the one Scope one, two, or three. If you have the ambition as a company to be net zero, of course, the exchange should be net zero in due course before 2050. Should this not be a key audit matter if you look at the going concern of an exchange, that those listings should have the guarantee in a few years that Euronext will be net zero as well?
Okay. Thank you. Thank you for your question.
I think it's a fair one. What you see in our auditor's report that we did report on the impact of the ESG considerations on the financial statement itself, and we've concluded at least for this year's audit that the goals that have been set and the findings that we have, well, do not have a significant impact on the financial statements itself. It could certainly be a key audit matter in the coming years, but at this stage, we've concluded that it's still, well, presented in the way that it currently is in our auditor's report is still appropriate.
If I may complement. The ambitions or the objectives we collectively, when I mean collectively, Euronext, the clients, the ecosystem, all of us in this room that we have to deliver, are huge, and they are very ambitious targets. The best way to secure the delivery is to be consistent, and we have started a journey that is very ambitious with clear targets, a clear transformation of our processes internally. I don't want to bore you with what is behind those objectives, but we are starting to have a carbon budget by teams to price carbon consumption for each travel, et cetera. We are already starting to make decisions on not doing certain trips in order to save the carbon footprint, et cetera.
Things are starting to move, but it's a fundamental transformational operation, so it's slow. In parallel we set objectives, we change our process, we track KPIs. Over time, we will probably have to adjust KPIs. We adjust our internal accounting way of tracking those KPIs. We have a dialogue that is very fruitful with our external auditors, as we have a dialogue with our internal control functions, internal audit, risk and compliance, and internal control. And my hope, and it's not a hope, it's a determination, is that every year we will improve, and things that are a bit still fuzzy today will become super clear and what are ambitions today, our KPI of next year, and so on and so forth.
It's a journey because we are pivoting the way of measuring the performance of the company. You have to trust us on the commitment, you have to trust us on the determination and we all have to be, I wouldn't say patient, but to acknowledge that many things we do today will be done differently this year and differently next. We are moving from a certain way of doing things to a new business as usual. Hence this transition.
Thank you. Now please go ahead with your questions for Mr. Stéphane Boujnah and his presentation, please.
Okay. The auditor.
Thank you.
Auditor can sit down. Yes, I have a few questions. First of all, many thanks, Stéphane, for your key note here. The execution of the Pan-European strategy is delivering results. If you compare this to, you just referred to the carve-out 9 years ago from ICE and ICE, no one would have expected this to be the results of 2022, even people close to Euronext. With your reappointment due in a few minutes or an hour, this is a convincing bio, Stéphane, and the past performance is very strong and the reputation of Euronext is very strong and many thanks for your contribution to that. The results over 2022 are very positive, much appreciated by the shareholders.
The cost discipline, of course, continue the effort. It's extremely important for an exchange, and a key for the financial performance. Euronext for us as shareholders and also retail shareholders is extremely important, not only here in the Netherlands but at Pan-European scale. We want that Capital Markets Union to be delivered in Europe, and you set the example how a Pan-European exchange can contribute to that. That's very important, and also for retail shareholders in particular, to have easy exchange to a convincing business case and a good performing exchange. The outages, I think last year we referred to those. We had a few in the past. Over 2022 it was silent.
All the efforts you put in the business continuity, we've seen it as well, that's much appreciated as well. Also the engagement activities, not only by you but also by here, Simone and at national level, but also at European level, I think that pays off. Also the preparation of this meeting, where we had a meeting with Madame Rachou on the remuneration, which will come later. Of course, that is the way to go and Euronext is setting the example how you can have a close connection and good engagement with the shareholders. Also, the Intellian integration, of course, a key topic for last year. We've read it and you just also referred to that. That is going according to plan, and we see the financial impact of that as well.
ESG just referred to the role of the auditor. Euronext is well-performing, is setting an example, and as I just mentioned, I think it's crucial for the next, let's say, five to 10 years because you will see more and more companies that need to pay a lot of attention to especially their carbon footprint and also new entrants, new listings, new benchmarks, which will hopefully be listed on Euronext as well. Euronext should be the marketplace of choice, and the more you can do in the reduction, the more benefits they see in Scope 1, 2, and 3, by making the selection for Euronext. Also for shareholders, it's key that Euronext is pushing for its own carbon footprint and to limit that as well.
That, that is, in our view, very important. One question is left. That was the Q1 results. We understand that in Q1 2023, if you compare it to last year, you will have a slight decrease in the financial performance due to the volatility. You rightly explained that. It was one-off, the EUR 36 million, which is cost, which is proficient for the contract of, with LCH. The question I have is on this: Is this a one-off, which will in Q2, 3, 4 be compensated by the financial results coming from Bergamo and Aruba there? Or is this really a hit which we can expect to be a hit over the full performance of 2023? Could this hit have been prevented?
The ambition was always to have your own clearing. Why is such a material amount, EUR 36, not for the auditor almost, but it's material for the shareholders. Can you give us a bit of background on why this had to be paid or will be paid, and what will be the impact on the financial results over the full year? Many thanks.
First of all, Gerben, thank you very much for your nice words about what has been achieved.
I can remember that the first time we've met was in I think March 16 in this building when you were responsible for advising the Ministry of Finance in the negotiation of the capital requirements applying at the holding level and when Giorgio Modica, the new CFO of the group, was negotiating with you and the Ministry of Finance, a sort of balanced solution that we found out together. As you can
As you said at that time when we were discussing these issues, we could not contemplate that we would be here commenting results of a company with a EUR 1.5 billion top line and a market cap between EUR 7 billion and EUR 8 billion. The credit for that goes to all the teams that have worked very hard across the group.
I have been privileged and honored to be part of this team, but honestly, the efforts done across the group in the core Euronext teams, but also within the teams that joined us in Ireland, in Oslo, in Copenhagen, in Italy, but also teams in the US, in Singapore, and the smaller teams in Finland and Sweden, et cetera, have worked extremely intensively to make that happen. T
hank you for your nice words.
The credit goes to them. As far as your question on the one-off termination fee that we paid to LCH Limited in relation to the termination of the clearing derivative agreement.
That's totally part of the restructuring costs that are announced in relation to the targeted synergy. We have a total amount of synergies, which is now going to be EUR 115 million by the end of 2024. That includes all the benefits in terms of cost and revenues of the various migrations that we have been doing and that we will be completing in 2023 and 2024. In front of that, we have a targeted amount of restructuring costs that of EUR 160 million. The EUR 150 million. Sorry, EUR 150 million of total restructuring costs. This EUR 36 million ticket is part of what had been planned. There is Everything is happening so far according to plan.
If I may, I check your questions to highlight that the migration of clearing is developing as planned. The first step will take place after the summer in during Q4 2023. The platform is already available for testing by clients. On the technology front, we are very well advanced, and the teams in Rome, in Paris, in Porto are doing a fantastic job to be ready on the technology front. On the client readiness front, things are proceeding extremely well as well, with the very intense work done by the global sales teams and various teams across the group, in particular with where the clients are located, which to a large extent is in London.
On the supervisor support front, we are working very closely with the relevant supervisors from the quote-unquote, "legacy clearing world," in France with the IMF and the Banque de France, and mainly to the recipient hand with the Consob and Banca d'Italia, and things are being smooth. All that in with a sort of constructive dialogue with ESMA. We will be there on time and on budget. At that point, I want to maybe give the floor to Giorgio to add a precision.
Just one clarification. We committed to pay the EUR 36 million, but we have not paid the EUR 36 million, which means that these amounts are going to be eligible next year. When we will pay the EUR 36 million, we will also benefit from the full advantage of the clearing migration, which will give to us in excess of EUR 40 million per year against the payment of EUR 30. As far as 2023 is concerned, we have the accounting cost but no outflow. Next year, we will have the positive impact from the full clearing migration together with the payment. I wanted to clarify that.
I hope it answers your question, Abin. Yeah.
It certainly does. Thank you.
Very good. Thank you. I'd like to thank Mr. Kolsters, Mr. Boujnah, and Mr. Modica for their contributions and explanations, and proceed to agenda item 3B, voting item 1, proposal to adopt the 2022 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 2002 remuneration report? Please.
Thank you, Chairman. Yes. I think the remuneration, as I just referred to, we had some engagement prior to this meeting. I think I'm convinced that it's well considered. If you look at the benchmark in the three columns, it's agreed. It's a good benchmark. The annual fixed salary, we understand that. The short-term incentives with a maximum of 1.5 times the annual fixed salary, we can agree with that as well. What is, I think, very wise and good to do is to introduce the threshold of 70%. If you have performed less than 70%, then the whole variable pay will not be due for Euronext.
I think that is a very important element for the alignment of interests between the company and its shareholders. Then the performance criteria. There is the, I think, almost over the whole range, the 20% ESG criterium, which is, I think, very good. Make these as challenging as possible because like I just referred for Euronext, I think this is a challenge. You're on track. You set the example, but the more you can do, I think it will be decisive in future listings as well. The reduction in carbon emissions should continue. On the social and governance, let's not underestimate, huh?
It's also to be the employer of choice, to be a safe working environment, and for the integral part you take in the capital markets and the ecosystem in Europe, I think ESG is extremely important. Keep up the pace there. There's 1 question I have for Madame Rachou, or perhaps you want that is succession planning. Let's anticipate that Stéphane, I just had some nice words for him, he will get our vote for the re-election. For the next 4 years, of course, this will be normally his last term of 4 years. There is always tension about succession planning.
What has been included in the criteria to make sure that the succession planning in the next 4 years, after 4 years, will be in line with the interests of Euronext and the interests of the shareholders? Has this element been included in the remuneration package for especially for Stéphane? That's a question I have apart from, let's say, the agreement with the remuneration package and also of the remuneration policy then.
Very good. Thank you for the question. I will make an introductory remark and then pass the question to Ms. Rachou, as you indicated. As also chairman of the Nomination and Governance Committee, I just wanted to share and communicate that we have done an extensive amount of work with the management team, really detailed work in on succession plans for the entire managing board, but also specifically, of course, on Stéphane. Just to reassure you that a lot of detailed, diligent work has been done.
So far, for example, on the basis of the changes that we've experienced last year and with the appointment upcoming, hopefully, the right now for the new COO, I think that all demonstrate that the work that has been done has been always very rigorous and every replacement have been seamless. With that, I would like to have Ms. Rachou offering her thoughts as well, please.
Well, I can confirm that, in the 2023 objectives for Stéphane, there is a very precise line, "Prepare your succession." That's going to be an ongoing objective throughout his term. This is an ongoing process, and we are not going to appoint a 4-year ahead CEO, of course. It's definitely among Stéphane's objective for the STI, and it will keep it there till we finalize the succession plan. Definitely along your thoughts.
Thank you for that. If there are no further comments or questions, then we can proceed with the voting item 1. Are there any shareholders who wish to vote against the proposal to adopt the 2022 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 who 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.
Thank you, Mr. Chairman. Good morning. My name is Christopher Lajoba, and I'm here representing Uptevia, the company's registrar, and in turn representing Euroclear France, and in turn representing in this meeting, in total, 85,226,977 shares. I inform the meeting that we have been instructed to vote as follows: 3,737,400 votes against this item, 1,475,329 votes as abstentions, and 80,014,248 votes in favor of this item. Thank you.
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 2002 remuneration report has been adopted. We will proceed to the next item. Agenda item 3C, voting item 2: proposal to adopt the 2022 financial statements. The second voting item in this meeting is the proposal to adopt the 2022 financial statements. Are there any shareholders who have questions about the proposal to adopt the 2022 financial statements? I note that there are no comments are made and no questions are asked. Voting item 2: Are there any shareholders who wish to vote against the proposal to adopt the 2022 financial statements?
Are there any shareholders who wish to abstain from voting? I refer to the voting procedures 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.
From the meeting that we've been instructed to vote as follows: 1,370 votes against for this item, of course. 123,506 votes as abstentions, 85,102,101 votes in favor of this item. Thank you.
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 2022 financial statements has been adopted. We will proceed to the next item, agenda item 3D, voting item 3, proposal to adopt a dividend of EUR 2.22 per ordinary share. The third voting item in this meeting is the proposal to adopt a dividend of EUR 2.22 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 3, are there any shareholders who wish to vote against the proposal to adopt a dividend of EUR 2.22 per share?
Are there any shareholders who wish to abstain from voting?
I inform the meeting that we've been instructed to vote as follows. 1,101 votes against this item, 1,360 votes as abstentions, and 85,224,516 votes in favor of this item. Thank you.
Thank you. If there are no further votes against, 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 2.22 per ordinary share has been adopted. We will proceed to the next item, agenda item 3 E, voting item 4, proposal to discharge the members of the Managing Board in respect of their duties performed during the year 2022. The fourth voting item in this meeting is the proposal to discharge the members of the Managing Board in respect of their duties performed in year 2022. Are there any shareholders who have comments or questions about this item? I note that no comments are made, and no questions are asked.
Therefore, voting item number 4, 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 year 2022? Are there any shareholders who wish to abstain from voting?
I inform the meeting that we've been instructed to vote as follows. 2,499,850 votes against this item, sorry 197,216 votes as abstention, 82,529,911 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor.
Therefore, I conclude that the proposal to discharge the members of the managing board in respect of their duties performed during year 2022 has been adopted. We will proceed to the next item, agenda item 3F, voting item 5, proposal to discharge the members of the supervisory board in respect of their duties performed during the year 2022. The 5th 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 2022. Are there any shareholders who have comments or questions about this item? I note that no further comments are made and no 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 2022?
Are there any shareholders who wish to abstain from voting?
I inform the meeting that we've been instructed to vote as follows. 2,600,590 votes against this item, 197,216 votes as abstention, and 82,429,171 votes in favor of this item.
Thank you.
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 member of the supervisory board in respect of their duties performed during the year 2022 has been adopted. We will proceed to the next item, agenda item four, voting items six and seven, composition of the supervisory board. Further to the rotational schedule that has been adopted by the supervisory board and that has been published on the website of Euronext N.V., 2 members of the supervisory board, Ms. Nathalie Rachou and Mr. Morten Thorsrud, will retire after the AGM. I am pleased to announce that both are available for reappointment for a second term of 4 years. The supervisory board has drawn up a binding nomination for these reappointments.
I refer to the explanatory notes to the agenda and its annex for information about the candidates. Unfortunately, Mr. Morten Thorsrud is not in the position to physically attend this meeting for legitimate business reasons, but he's connected with us by phone. The sixth voting item is the proposal to reappoint Ms. Nathalie Rachou as a member of the supervisory board. 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 reappoint Ms. Rachou to the supervisory board, please.
I inform the meeting that we've been instructed to vote as follows: 5,116,441 votes against this item, 456,448 votes as abstention, and 80,654,388 votes in favor of this item. Thank you.
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. Rachou has been adopted. The seventh voting item is the proposal to reappoint Mr. Thorsrud, as a member of the supervisory board. 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 reappoint Mr. Thorsrud to the supervisory board. Voting item seven, are there any shareholders who wish to vote against the reappointment of Mr. Thorsrud?
Are there any shareholders who want to abstain from voting?
I inform the meeting that we've been instructed to vote as follows: 5,476,792 votes against this item, 171,770 votes as abstention, and 79,748,415 votes in favor of this item. Thank you.
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 Mr. Morten Thorsrud has been adopted. I congratulate Ms. Nathalie Rachou and Mr. Morten Thorsrud on their appointments and look forward to continuing working with them on the supervisory board. We will proceed to the next item, agenda item five, voting item eight, composition of the managing board. The next voting items on the agenda of this meeting are the reappointments of four members of the managing board: Mr. Stéphane Boujnah, Mr. Daryl Byrne, Mr. Chris Topple, Ms. Isabel Ucha, and the appointment of two new members: Mr. Manuel Bento and Mr. Benoît van den Hove. The supervisory board has drawn up binding nomination for these reappointments and appointments, each for a term of four years.
I refer to the explanatory notes to the agenda and its annex for information about the candidates. It should be noted that all reappointments and the appointment of Mr. Bento will have immediate effect and that the appointment of Mr. van den Hove will take effect from July 1st, 2023. All candidates are present in this meeting. I kindly invite Mr. Bento and Mr. van den Hove to stand up and briefly introduce themselves to the shareholders.
Thank you, Mr. Chairman, and, good morning all.
My name is Manuel Bento. I'm the Chief Operating Officer for Euronext for the last 10 months, and I joined the group more than 6 years ago, managing teams on the operational side and as well on the technology side. I'm very honored to be part of the Managing Board. Thank you.
Thank you, Mr. Bento. Mr. van den Hove .
Thank you, Mr. Chairman. Good morning, everyone. I'm delighted to be here. I'm Benoît van den Hove . I'm head of listing of Euronext Brussels. I joined the group five years ago. I'm a lawyer by training, and I'm really delighted to become the Member of the Managing Board and work on the projects of the Managing Board.
Thank you very much. Are there any shareholders who have comments or questions about these items?
I note that no comments are made and no questions are asked. Voting item eight, the eighth voting item is the proposal to reappoint Mr. Stéphane Boujnah as a member of the managing board. Are there any shareholders who wish to vote against the reappointment of Mr. Boujnah? Are there any shareholders who wish to abstain from voting?
I inform the meeting that we've been instructed to vote as follows: 1,580,208 votes against this item, 456,448 votes as abstention, and 83,252,328 votes in favor of this item. Thank you.
Thank you. Thank you.
Thank you.
If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. Therefore, I conclude that the resolution to reappoint Mr. Boujnah for a term of four years has been adopted. Voting item nine. The ninth voting item is the proposal to reappoint Mr. Daryl Byrne as a member of the managing board. Are there any shareholders who wish to vote against the reappointment of Mr. Byrne? Are there any shareholders who wish to abstain from voting?
I inform the meeting that we've been instructed to vote as follows: 1,469,775 votes against this item, 456,448 votes as abstention, and 83,300,754 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. Therefore, I conclude the resolution to reappoint Mr. Byrne for a term of four years has been adopted. Voting item 10. The 10th voting item is the proposal to reappoint Mr. Chris Topple as a member of the Managing Board. Are there any shareholders who wish to vote against the reappointment of Mr. Topol? Are there any shareholders who wish to abstain from voting?
I inform the meeting that we've been instructed to vote as follows: 1,469,788 votes against this item, 456,448 votes as abstention, 83,300,745 votes in favor of this item. Thank you.
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 Mr. Topple for a term of four years has been adopted. Voting item 11. The eleventh voting item is the proposal to reappoint Ms. Isabel Ucha as a member of the managing board. Are there any shareholders who wish to vote against the reappointment of Ms. Ucha? Are there any shareholders who wish to abstain from voting?
I inform the meeting that we've been instructed to vote as follows: 1,469,818 votes against this item, 456,488 votes as abstention, and 83,300,678 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. Therefore, I conclude that the resolution to reappoint Ms. Ucha for a term of 4 years has been adopted. Voting item 12. The 12th voting item is the proposal to appoint Mr. Manuel Bento as a member of the managing board. Are there any shareholders who wish to vote against the appointment of Mr. Bento? Are there any shareholders who wish to abstain from voting?
I inform the meeting that we've been instructed to vote as follows: 1,469,740 votes against this item, 456,388 votes as abstention, and 83,300,849 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. Therefore, I conclude that the resolution to appoint Mr. Bento for a term of four years has been adopted. Voting item 13. The 13th voting item is the proposal to appoint Mr. Benoît van den Hove as a member of the managing board. Are there any shareholders who wish to vote against the appointment of Mr. van den Hove? Are there any shareholders who wish to abstain from voting?
I inform the meeting that we've been instructed to vote as follows: 1,469,690 votes against this item, 456,388 vote as abstention, and 83,169,128 votes in favor of this item. Thank you.
Thank you.
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. Benoît van den Hove for a term of four years with effect from July first has been adopted. I congratulate all on her or his reappointment or appointment. We will proceed to the next item. Agenda item six, voting item 14, proposal to appoint the external auditor. The 14th voting item is the proposal to appoint Ernst & Young Accountants as Euronext's external auditor to audit the financial statements of 2023. 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 appoint the external auditor.
Voting item 14, 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 inform the meeting that we've been instructed to vote as follows: 5,965 votes against this item, 2,792 votes as abstention, and 85,086,549 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. Therefore, I conclude that the proposal to appoint Ernst & Young Accountants LLP as the external auditor to audit the financial statements for 2023 has been adopted. We will proceed to the next item, agenda item seven, voting items 15 and 16, 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 7 contains two proposals. The first proposal is to designate the managing board as the competent body to issue ordinary shares, which is voting item 15.
The second proposal, voting item 16, 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 15. As you are aware, the first proposal concerns the extension of the designation of the managing board as per today for a period of 18 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 18 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 that no comments are made and no questions are asked. You're 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 15, 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 inform the meeting that we've been instructed to vote as follows: 2,086,861,605 votes against this item, 1,502 votes as abstention, and 82,232,639 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. Therefore, I conclude that the proposal to designate the managing board as the competent body to issue ordinary shares has been adopted. Voting item 16, 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 inform the meeting that we've been instructed to vote as follows: 3,446,319 votes against this item, 3,794 votes as abstention, 81,635,093 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. Therefore, I conclude that the proposal to designate the managing board as the competent body to restrict or exclude preemptive rights of shareholders has been adopted. We will proceed to the next item, agenda item 8, voting item 17, a proposal to authorize the managing board to acquire ordinary shares in the share capital of the company on behalf of the company.
The final 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. 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 authorize the managing board to acquire ordinary shares in the share capital of the company on behalf of the company. Voting item 17, 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 inform the meeting that we've been instructed to vote as follows: 207,031 votes against this item, 35,166 votes as abstention, 84,853,009 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. Therefore, 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 has been adopted. Agenda item nine, any other business. If any of the shareholders present at this meeting wishes to make 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. I conclude that none of the shareholders wishes to make any more announcements or remarks. I hereby close this annual general meeting and thank everybody for their presence.
New CEO. New old CEO