Good morning, ladies and gentlemen. Dear shareholders, I hereby open the Annual General Meeting of Euronext N.V. My name is Piero Novelli, and I am the Chairman of Euronext's Supervisory Board. I welcome you on behalf of the Supervisory Board and the Managing Board of Euronext N.V. to our 12th Annual General Meeting as a listed company. Please turn off your mobile 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. Hereafter, 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. One member of the Supervisory Board, Ms. Francesca Scaglia, is unfortunately not in the position to attend the meeting. Also present in this room is the nominee for appointment to the Supervisory Board, Mr. George Handjinicolaou, as well as the nominee for appointment to the Managing Board, Mr. Yianos Kontopoulos. Further, a number of senior staff members of the company are present: Ms. Judith Stein, who is our Head of Investor Relations.
In addition, please note the presence of Alexander Defauw, our notary, and Mr. Waldo Bakker, the lead partner, a KPMG external accountant for the 2025 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 7th of April 2026 on Euronext's website, including the agenda and explanatory notes there too. 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 applicable rules and the articles of associations 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 the number of shares represented at this meeting in person or by proxy, and about the number of votes that can jointly be cast.
Please note that the number of issued shares that I will announce in a few moments correspond to the number of issued shares as of the registration date, which was April 22nd. I will now announce the relevant numbers for today's meetings. Issued share capital, as per the registration date, 103,689,933 shares with voting rights, 101,236,891 shares, represented shares, 87,968,154 shares, percentage of the issued capital present or represented, 86.89%, absolute majority of the votes, 43,984,078 shares. 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 2025 and the Q1 2026 figures, please.
Thank you, Mr. Chairman. Good morning, everybody. I will start with a brief overview of our 2025 performance, followed by an update on the execution of the Innovate for Growth 2027 strategic plan. Let me give you an overview for the full year 2025 highlights on slide three. In 2025, Euronext delivered another year of double-digit growth. Our underlying revenue and income grew by +12.1% to EUR 1.8 billion. Our underlying expenses, excluding D&A, were at EUR 680.1 million, up 9.6% compared to 2024. This increase reflects our consistent growth investment in innovation and human capital to build a company fit for the future, and the impact of the acquisitions of Admincontrol and Euronext Athens that have changed the perimeter of the company. Our adjusted EBITDA grew by +13.6% compared to last year, reaching EUR 1.1 billion.
As a result, our adjusted EBITDA margin increased by + 0.8 percentage points compared to 2024, to 62.7%. Adjusted net income was EUR 736.5 million, up 7.9%, representing an adjusted EPS of EUR 7.27, up + 10.3% compared to full year 2024. A dividend of EUR 3.18 per share is proposed today. This represents an increase of close to 10% in respect of the dividend per share of EUR 2.9 per shares paid in 2025. The dividend represents a payout ratio of 50% of reported net income, as set in our dividend policy. Moving now to the business highlights of 2025 on slide four, which is a great illustration of how we deliver solid growth in all business segments. Securities, services, revenues increased by 6.9% compared to 2024, boosted by sustainable growth in custody and settlement. This growth has continued in 2026.
Capital markets and data solutions, underlying revenues, increased by 12.1%, supported by the acquisition of Admincontrol in Norway. Our volume-related revenue also grew at an equally paced rate, with great performance, especially with fixed income, power, and cash equity. Overall, we saw double-digit growth in almost every area, even before the delivery of the key milestones of our Innovate for Growth 2027 strategic plan. Turning to slide six, I will walk you through our latest progress and updates on the delivery of our strategic plan. At the last year's Annual General Meeting, I presented the main objectives of our strategic plan to you. This year, I'm pleased to share that we have already delivered some key milestones of the plan, and I want to insist on that particular message.
Beyond delivering strong financial performance, the Euronext teams are delivering strong industrial projects that are profoundly transforming the revenue generation going forward of the company and are delivering resilient, scalable revenue generators, revenue engines of the company for the years to come to contribute to the expansion of the company, and volatility will not be necessarily in the future as high as it is today. In September 2025, we successfully launched the first fully integrated ETF market in Europe. We have created a single pan-European infrastructure that removes fragmentation and that delivers substantial efficiency gains across the entire value chain, including issuers, market makers, distributors, custodians, and investors in a segment which is extremely dynamic, which is the ETF segment. Second, the successful launch of Power Futures represents a major milestone in the execution of our strategic plan.
The transition was executed in a very seamless manner, with 100% of open interest migrated to Europe. This project has a profound dimension also to the extent that it reinternalized within Nord Pool, within the Nordic market, both the derivative business and beyond the spot business that we were operating before. A broad base of market participants were active from day one, demonstrating the strong client confidence. Our offering now strengthens massively European energy market infrastructure supports. It supports greater market integration across the continent, and it helps ensure that energy price discovery and risk management remain anchored in Europe, in particular in the current environment where anything related to hedging of risk of energy-related topics is a fundamental contributor to the European strategic autonomy.
Early trading activity confirms the relevance of the Euronext Nord Pool integrated trading and clearing model, reinforcing the position of Euronext and Nord Pool as the reference and leading marketplace for Nordic power derivatives. Our CSD expansion, which is a major transformational project, is showing a very real momentum. As announced previously in September 26th, Euronext Securities will become the CSD of reference for equities and ETFs in Belgium, in France, and in the Netherlands, complementing the existing markets in Denmark, Greece, Italy, Portugal, and Norway.
In December 2025, we announced partnerships with the leading issuing agents in Belgium, France, and the Netherlands. These partnerships are essential to shift issuance and custody to our European CSD. Thanks to those partnerships, additional issuers have committed to transfer their issuance to Euronext Securities, and we have recorded the first listing on Euronext Amsterdam, directly issued on Euronext Securities. Now, things are getting real.
Four months prior to the launch, which is scheduled in September 26th, leading custodians have confirmed that they are supporting the model and are actively preparing to connect their clients to Euronext Securities.
You may have seen that BNP Paribas, Citi, CACEIS, for example, have clearly admitted publicly that they are committed to deploy all the efforts necessary to be ready in September 26th. September 26th will mark the start of a scalable and efficient European post-trade model that will generate long-term value for issuers and investors. We are transforming the CSD market in France, Netherlands, and Belgium with the emergence of a new fit-for-the-future, scalable, competitive platform, and that's a fundamental change for the profile of Euronext revenue generation for the years to come. In July 26th, we will offer, in a few weeks' time, a fully integrated European repo solution.
New international participants are joining Euronext Clearing for repo clearing services for the first time. In parallel, more than 30 existing clearing members are expanding their scope beyond Italian debt to all European sovereign debt. In July 2026, Euronext will further enhance the platform with the introduction of an efficient sponsored access model for buy-side clients, and this will complete the delivery of a fully competitive offering.
Here again, you have to appreciate that beyond the great MTS fixed income business, we are entering into a more profound extraction of value from the full value chain of fixed income with the provision of new, totally new repo clearing services that were a segment where Euronext was not present in the past. In 2025, we continue to execute a discipline-administered strategy with the acquisition of Admincontrol and ATHEX Exchange Group, the Euronext eight European market infrastructure.
On slide seven, we present progress on our integration processes. The acquisition of Admincontrol successfully scales up Euronext SaaS offering and expands Euronext presence in the Nordics, an area of the world where we have been very successful since the initial acquisition of Oslo Børs in 2019. Since the beginning of the year, we successfully expanded Admincontrol's offering in France, onboarding first French clients, and demonstrating the scalability of the platform beyond the core Nordic markets, and demonstrating the added value of Euronext as a pan-European group, enabling pan-European expansion of all the business that join the Euronext family. In April 2026, Athens Exchange Group became Euronext Athens, marking a key step in the integration of the Greek capital market into Euronext.
Euronext also inaugurated a technology and support center in Athens, positioning Athens as a financial and technology hub in Europe with the ambition to replicate, not necessarily with the same speed or the same scale, future will tell, what we have done so successfully in Portugal with the buildup of our technology center in Porto. Clearly, Athens will become another center servicing the full group from Greece in all sorts of technology and support functions because we want to position Athens as a financial and technology hub in Europe.
Euronext has confirmed the next steps of the integration timeline with the migration of Optiq planned in June 2027, and we are working hard with the various market participants to deliver that the migration, which will connect Greek equity markets to the single liquidity pool, the single order book, and the single technology platform of Euronext.
As you may have seen earlier this year, MSCI and STOXX announced the decision to upgrade the Greek capital market to the developed market status. This milestone reflects a strong vote of confidence in the growth trajectory of the Greek capital markets. As we progress with the integration of Euronext Athens, this development creates new opportunities to deepen market participation, support Greek companies in accessing capital further, and embed the Greek market within the European financial ecosystem. I do believe that this acquisition was timely both for Euronext and for ATHEX because we are going to enable the acceleration of the integration of Greek capital markets within Euronext, and Euronext is going to benefit from an accelerated market within our portfolio. Moving to slide nine, this strong performance translated into superior value creation for our shareholders.
Since our IPO, the share price has increased by more than 675% and a little bit more since this morning, as you may have seen on your screens following the great Q1 numbers we have released yesterday. At the same time, and I think it's very important, we have not only multiplied the market cap significantly, but at the same time, our strong cash generation capabilities have enabled us to return EUR 2.1 billion to our shareholders through annual dividend payments. In addition, we returned EUR 750 million through the share repurchase programs carried out in 2023, 2024, 2025, and 2026. If you add the dividend paid today or in the next few days, it's more than EUR 3 billion that have been paid to our shareholders in the form of dividend or share buyback.
I don't think there are many companies that combine both or combine a multiplication of the market cap by close to 10 since the IPO, a return to shareholders of EUR 3 billion, and an EBITDA margin of close to 65%. That's the company we are running with your support. On slide 10, I will focus on capital allocation. Capital allocation has become an increasingly important pillar of any listed company strategy. Euronext's healthy financial position and swift deleveraging allow us to maintain a strategic approach to capital allocation. At our investor day in November 2024, we announced that we would proactively reassess special shareholder returns according to our capital allocation, and that's what we have done since 2024.
Consistent with these commitments, we completed in January 2026 a EUR 250 million share repurchase program at an average price of EUR 127 per share, approximately EUR 20 less than the current stock price this morning. This demonstrates both our proactive approach to capital allocation and our strong confidence in the group's long-term growth prospects. In 2025, we took advantage of the positive conditions to secure refinancing until 2028 because at Euronext, we believe that balance sheet does matter, and solid and consistent balance sheet management is important. In May 2025, we launched EUR 425 million convertible bonds with an annual coupon of 1.5% and a maturity of seven years. We successfully issued EUR 600 million of new bonds rated A- and with a maturity of three years. In parallel, we performed a tender offer on our existing EUR 600 million bonds, maturing in May 2026.
As a result of this transaction, only EUR 385.5 million of our existing 2026 bonds remained outstanding and were redeemed on the 18th of May 2026. In 2026, as I told you, we have accelerated the delivery of our strategic plan, supported by favorable market conditions and a solid financial position. Our vision of a united, competitive European capital market has become more relevant than ever.
This is why we welcome very positively the proposals of the European Commission to speed up the creation of a true savings and investment union, and we are very enthusiastic about the prospect of a decision-making process in the course of 2026 to deliver some form of single supervision, to deliver incentives to bring more retail investment to elite markets, to deliver clarification on market architecture and structures. We are confident that we will get there.
As I told you, the company is not only delivering solid financial performance, the company is delivering profound transformations to make the company fit for the future and fit for times where volatility may not be as high as it is currently. Thank you. On this note, I'll give the floor back to our Chairman.
Thank you, Stéphane.
Thank you, Stéphane, for your presentation. The annual report 2025 comes in the form of a universal registration document in reliance on the grandfathering rules set out in Article 9, Sub 3 of Regulation (EU) 2017/1129. Euronext filed its universal registration document without prior approval of the AFM. 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 about 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 give the floor to Mr. Waldo Bakker of KPMG, our external auditor for the 2025 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 his presentation. I kindly invite Mr. Bakker to give our shareholders his views, please.
Thank you, Mr. Chairman. Dear shareholders, my name is Walt Bakker. On behalf of KPMG, I have signed the independent auditor's report as included in the 2025 URD. I am pleased to address you as Euronext shareholders on our 2025 audit of the financial statements. You can proceed to the next slide. As mentioned on confidentiality, for the duration of this AGM, Euronext has released me from our client confidentiality restrictions. Therefore, I am free to talk to you about our audit and results thereof. What did we audit? We audited the company and consolidated financial statements of Euronext for the year 2025, and we issued an unqualified opinion on the financial statements as included in the URD. We also issued a limited assurance report on the sustainability statement as included in the URD.
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 as included in that auditor's report. Our opinion states as a conclusion, we concluded that the financial statements give a true and fair view of the financial position as at the 31st December 2025 and of the results and cash flows for 2025, based on IFRS EU and Dutch law. We performed our audit with a materiality of EUR 34 million. Materiality determines the level of detail of how we conduct our audit. What was the scope of our audit?
We are the independent external auditor of Euronext in the Netherlands and also in other countries where Euronext is active, and where, in scope of our group audit, with the exception of ATHEX, where the component audit was conducted by the statutory audit firm Grant Thornton. We held a global planning conference and had risk discussions with the component auditors, as we call them, to obtain their input relevant for our audit. We determined for group purposes where and with what scope the audit needed to be executed.
We instructed the local auditors to perform audit procedures on our behalf. We assessed the results of the local audits by looking into their files, by performing site visits, and discussed these with our local teams. For our audit, we identified so-called significant risks that are relevant, including management override of controls and, for example, revenue recognition.
I will discuss the significant risks related to some categories of revenue recognition. These are custody and settlement fees, market data revenues, and corporate services revenues. What did we do in our audit? We obtained an understanding of the processes and controls relevant for revenue recognition. We tested design, implementation, and, where appropriate, operating effectiveness of controls. We performed substantive testing using sampling. Our procedures did not reveal any indications of fraud that are considered material to our audit of the financial statements. In addition to significant risks, we also identified so-called key audit matters in our audit opinion. That are matters that have been most complex in the audit of the financial statements. We have included three key audit matters in our statement.
Those are the risk of impairment of goodwill, the measurement of financial assets at fair value through OCI, other comprehensive income, and identity access management and change management, the IT part of our audit. About risk of impairment of goodwill, what did we do? Euronext recognized goodwill for which a risk of impairment exists. We audited that substantively. We challenged management assessment of potential indicators of impairment for goodwill. We reconciled source data used in the model to underlying audit evidence. We also involved KPMG valuation specialists to assist us in the execution of our audit procedures.
Our conclusion was that we found management assessment relating to the valuation of goodwill overall reasonable. The second item, the second key audit matter, measurement of financial assets at fair value through OCI. Euronext has the ownership in Euroclear, and that is a non-listed company.
Euronext uses an internal valuation model to estimate the fair value. We used a substantive approach to test that fair value. We assessed whether the input parameters in the model applied are reasonable. We also here involved the KPMG specialists to assist us in the procedures performed. Based on our audit work, we found measurement of Euroclear to be reasonable. The last key audit matter, the identity access management and change management. Euronext is highly dependent on IT for the continuity of its operations. Inappropriate access or changes to an application could compromise the continuity of operations and reliability of data. Therefore, we pay attention to the IT environment. We have tested design, implementation, and, where applicable, operating effectiveness of general IT controls for the relevant applications.
We concluded that there is sufficient basis to rely on the operation of the 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 2025 financial statements give you a true and fair view. Chairman, with that, my presentation comes to an end, and I'm available for any questions related to our audit.
Are there any shareholders who have questions? Yes, please.
I suppose you want me to go to the microphone.
Of course, the microphone should work. Perhaps thank you for the opportunity to ask questions. My name is Armand Kersten, European Investors-VEB. I have a question for the auditor on the reconciliation that you also perform, where the management report is concerned. This in particular regard to the in-control statement, as it's called on page 151 of the URD. I'm not quite sure, looking also at the order of the meeting, whether we should discuss that item of the management report, the in-control statement, where I also have a question to the auditor of the reconciliation, whether we should discuss that now or whether we should discuss that at another point, another item in the agenda. I leave that entirely to you.
I think you can answer now.
Yeah. Because the prequel to my question is, of course, a question rather directed to the Management Board on the in-control statement. I have a subsequent question to the auditor. Let me just state the full question I have.
Please.
We can see where we go with that. As I said, on page 151 of the URD, there is the in-control statement, which I assume, and I also can take from the continuation of the URD, is the statement on risk management as is now required under the Dutch Corporate Governance Code. Quite honestly, although in a more general manner, I also have plenty of, let's just call it, appreciations which I'd like to express to the company. Where the in-control statement is concerned, we find that very disappointing. What happens where the in-control statement is concerned, if you look in the URD, is that it's a verbatim repetition of the items listed under the best practice that you find in the Dutch Corporate Governance Code.
To my view, in European Investors' view, it's thereby not in compliance with the Dutch Corporate Governance Code because the Corporate Governance Code quite clearly expresses that the Board makes the statement with clear substantiation. We find no substantiation whatsoever in the URD. The question that I have is, can you inform us, and that's a question directed to the Managing Board, why the substantiation is entirely lacking? To a bit more detail, my question is, if you then look at point one, item one, then one of the expressions, one of the statements, is that the failings are stated. If there were any failings, there is sufficient insight given on these failings in the risk management and control systems. Where such failings are then listed, what measures have been taken to address them?
That would be my two-barreled question to the Management Board in this regard, where we find the substantiation of the statement on risk management and where any failings, if they have been identified, are listed and what measures have been taken to address them.
My question, then, and this is the question to you, Mr. Bakker, to the auditor would be, we are, of course, fully aware that you, as far as the management report is concerned, you only reconcile that. Whether where the statement on risk management is concerned, you are satisfied that it complied with the requirement that it is clearly substantiated and whether you have also come to the conclusion that, apparently, no failings that should have been identified, were they found, have been listed. Thank you.
I'll start answering and then, please. Well, thank you, first of all, for your remarks.
Importantly, we have thoroughly benchmarked our statements in this respect. We're very satisfied with how we have formulated our in-control statement relative to many listed companies that we consider our peers. We have discussed this thoroughly with our auditors. They were fully satisfied. There were no failings that we felt we had to report. That's my entry statement. Please, Mr. Bakker, address the rest. If necessary, also Mr. Boujnah. Please go ahead.
Sure. In Dutch, the VOR, right, that is the statement on internal controls, is included and extended this year in conformity with the Dutch Corporate Governance Code. We see that as auditors, as we call it, as other information in the Management Board report. We need to assess whether there are any, let's say, material inconsistencies between the other information and the information that we audit, that is, the audit of the financial statements. For the VOR, we have looked into how it has been described. We also attended audit committee meetings where this information was discussed, including the substantiation that you are referring to. Based on the work that we have done and based on, let's say, the information that was shared, we came to the conclusion that, yeah, it was appropriately reflected in the Management Board report.
About the further substantiation, that is, I think, a question that can be answered by management, because that is something that is dealt with management with.
I don't have anything to add to the very comprehensive answers provided by the Chairman of the Supervisory Board and the auditors.
Of course, frankly, the question was a question true, primarily at least to the Management Board since the statement is yours. I would just reiterate, by the way, thank you for your replies. I would just reiterate what you have done in the URD is just you take a verbatim listing of the items that you find in the Dutch Corporate Governance Code. There you say, "Okay, this real estate." You say, "We identified any failings if there were any." Now I understand from your reply you didn't identify any such failings. You haven't expressed that in the URD. There is no substantiation. It's probably just a repetition of also my question. I've heard your answer.
It's not true the substantiation is here, actually.
Do you want to?
Yeah.
Do you want to?
Just one point of general comment. Thank you very much for pointing it. We are, if I can step back and answer on the substance. We are operating regulated exchanges. We have standards to be best in class when it comes to compliance in every respect. If things here and there are not optimal for the reasons that you are rightly pointing out, if there is a misunderstanding, we'll clarify it. If there is something we can improve, we will improve it. I want to answer your question on substance.
I don't know many companies that are investing so many resources, attention, starting with the Supervisory Board, with the Risk Committee, which is extremely meticulous, an Audit Committee, which is extremely meticulous, down to the management with first line, second line, third line of defense. A culture of risk management which is very deep and an approach of mitigating risk which is very profound. We are doing everything we believe is in the interest of the shareholders to address the substance of the objectives and the intentions that are behind the specific piece of regulation you are referring to. I want to reassure you that your objectives are totally shared with the management team, that our day-to-day practice is consistent with the objective and the intentions of this particular piece of regulation.
If in the implementation, there has been a misunderstanding or and it might be one because we believe that we have provided the right substantiation. If it is not enough, not clear enough, let's discuss it and improve it next time. I'm happy to work on that and to take very seriously your remarks. I just want to reassure you and the other shareholders that the company is exceptionally rigorous and organized from governance to management to address your concerns on the fundamental underlying way.
Yeah. Maybe I can add to take away your concern. I have inspected, as part of my procedures over other information, the underlying evidence for management statement, right?
There is underlying evidence that I have inspected to be able to ensure that I can also opine on the other information, as included in the audit opinion and in the financial statements and the Management Board report.
Well, once again, thank you very much for the replies that you have just given. My appreciation also for that. Perhaps one of the, I suppose, very appropriate remarks that was made in passing is that if you look at the way you express the in-control statement in your management report, it looks very similar to what other companies are doing, peer group companies who also have to make the in-control statement. Therefore, as a more generic remark, with the appreciation for the additions you have just made in replying to my question, we could say perhaps this is something that is work in progress. It's perhaps a matter of doing something more than just boilerplate representations of texts that we find, and we now feel ourselves sort of conduce to having to comply with. Thank you very much.
Very good. Thank you. Are there any shareholders who have questions, other questions about the audit report in our external auditor? If not, I don't see any other questions. I would like to kindly thank Mr. Bakker for his presentation and contributions, and move on to the next item on our agenda. 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 2025 remuneration report? I know that no comments are made and no questions are asked. Are there any shareholders who wish to vote against the proposal to adopt the 2025 remuneration report? Yes, please.
Perhaps to your astonishing surprise, I am the one speaking up again. It's more a question of order again. If I wanted to ask a question about the work that the remuneration committee is doing on succession planning, is it now an appropriate point in the agenda to ask that question? Would you like me to ask that question later?
It's actually the nomination and governance committee that is doing the work on this succession process. I don't think it is now the time to discuss this. If that is your question.
Yeah. During the appointments to the Managing Board, or maybe we can go when it's the right item, we can go through that. If you're still interested, we can discuss that. Thank you. Are there any shareholders who wish to vote against the proposal to adopt the 2025 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 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. I will not repeat it. Uptevia, please.
Good morning. My name is Mohcine Zakraoui, I represent Uptevia, the company's registrar, and its Chair representative, [audio distortion] circulators Milan, and its chair representative in this meeting in total 87,968,144 shares. I inform the meeting that we have been instructed to vote as follows: 4,809,781 votes against this item, 419,161 votes as abstentions, and 82,668,202 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 2025 remuneration report has been adopted. We will proceed to the next item. The second voting item in this meeting is the proposal to adopt the 2025 financial statements. Are there any shareholders who have questions about the proposal to adopt the 2025 financial statements? I note that no comments are made and no questions are asked.
Are there any shareholders who wish to vote against the proposal to adopt the 2025 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. Please raise your hand and show us the card with the number if you wish to do so.
I inform the meeting that we have been instructed to vote as follows: 89,535 votes against this item, 132,968 votes as abstentions, and 87,755,641 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 2025 financial statements has been adopted. We will proceed to the next item. The third voting item in this meeting is the proposal to adopt a dividend of EUR 3.18 per share. Are there any shareholders who have questions about the dividend proposal? I note that no comments are made and no questions are asked. Are there any shareholders who wish to vote against the proposal to adopt a dividend of EUR 3.18 per ordinary share? Are there any shareholders who wish to abstain from voting? Uptevia?
I inform the meeting that we have been instructed to vote as follows: 14,474 votes against this item, 109 votes as abstentions, and 87,953,561 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 3.18 per ordinary share has been adopted. We will proceed to the next item. 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 2025. Are there any shareholders who have comments or questions on this item? I note that there are no comments or questions. 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 2025? Are there any shareholders who wish to abstain from voting?
I inform the meeting that we have been instructed to vote as follows: 2,851,906 votes against this item, 344,379 votes as abstentions, and 84,771,859 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 2025 has been adopted. We will proceed to the next item. 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 2025. Are there any shareholders who have comments or questions about this item? I note that no comments are made and no questions are asked.
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 2025? Are there any shareholders who wish to abstain from voting?
I inform the meeting that we have been instructed to vote as follows: 2,969,677 votes against this item, 344,388 votes as abstentions, and 84,654,079 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 2025 has been adopted. We will proceed to the next item. 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., the terms of appointment of two members of the Supervisory Board, Mr. Padraic O'Connor and Mr. Dick Sluimers, will end after the AGM. Mr. O'Connor has announced his retirement from the Supervisory Board. We regret to see him leave and express deep gratitude for his valuable contributions to the Supervisory Board.
I'm pleased to announce that Mr. Sluimers is available for reappointment for a fourth and final term of two years. The Supervisory Board has drawn up a binding nomination for the reappointment of Mr. Sluimers. He believes that the CEO transition in 2027 that will be prepared for in 2026, justifies his renewal of his mandate for this final term of two years. The Supervisory Board has also drawn up a binding nomination for the appointment of Mr. George Handjinicolaou for a term of four years. Mr. Handjinicolaou is the former chairman of ATHEX Group, which is now Euronext Athens. I refer to the explanatory notes to the agenda and its annex for information about the nominees. All nominees are present in this meeting. You already know Mr. Sluimers. I kindly invite Mr. Handjinicolaou to stand up and briefly introduce himself to the shareholders, please.
Ladies and gentlemen, my name is George Handjinicolaou. I would like to extend my gratitude for the trust that the members of the board and the shareholders have extended in appointing me as a member of the Supervisory Board. We live in very interesting times. I hope that through my contribution to the Board to help guide Euronext in the future years and maximize shareholder value in doing so. Thank you.
Thank you very much. We are delighted to welcome you to the Supervisory Board. Please note that the appointment of Mr. Handjinicolaou is subject to regulatory approval, which has not yet been obtained. Let us now proceed to voting on the reappointment and the appointment. The sixth voting item is indeed the proposal to reappoint Mr. Sluimers as a member of the Supervisory Board for a fourth term of two years. Are there any shareholders who have comments or questions about this item? Yes, please.
Let me make the comment I have just now. First of all, for the record, it's certainly and by no means my intention to vote against. That is certainly not an issue. The question is just that if we look at the functioning of the remuneration committee, where succession planning is concerned, if you look at the URD, then the succession the CEO succession process has just also been mentioned in passing. It is an issue that will be coming up, albeit of course over a term of a couple of years. It is therefore also perfectly understandable that the report is entirely silent on, let's put it, putting a bit of meat on the bone on the succession planning process. My invitation to Mr. Sluimers would just be, could you say something towards what is being done or what will be undertaken to undertake this process?
It's, as I said, it's just a question to have a little bit more explanation, but certainly not a critical comment or anything. Thank you.
I should probably take that as chairman of the nomination and governance committee would be Dick, and I work very closely on it. The matter that you're raising is of paramount importance and a top priority of the Supervisory Board. We're very confident that we come to it very well prepared. We have designed a very thorough and thoughtful process, which has already started. We're very confident that the outcome will be a very positive one for Euronext. One of the great qualities of our CEO is that he has actually forged a very talented team behind him. Whoever is the fortunate next CEO of this company will be able to rely on a very talented team as Executive Managing Board. Again, it's very early stage for us to make any other formal statements or pronouncements about this.
You should be expecting formal communication about this process at the latest early next year. The process has started. Again, it's a very rigorous discipline process. We're very confident that we are in a very good position.
Thank you very much. If you say at the latest early next year, I'll take that as a promise.
Absolutely. Thank you.
Yes? The sixth voting item is the proposal to reappoint Mr. Sluimers as a member of the Supervisory Board for a fourth term of two 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 reappoint him to the Supervisory Board. Are there any shareholders who wish to vote against the reappointment of Mr. Sluimers? Are there any shareholders who want to abstain from voting?
I inform the meeting that we have been instructed to vote as follows: 2,767,046 votes against this item, 126,084 votes as abstentions, and 85,075,014 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 Mr. Sluimers for a term of two years has been adopted. The seventh voting item is the proposal to appoint Mr. George Handjinicolaou 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 there are no comments or questions. I suggest to vote on the agenda item to appoint Mr. Handjinicolaou to the Supervisory Board. Are there any shareholders who wish to vote against the appointment of Mr. Handjinicolaou? Are there any shareholders who want to abstain from voting?
I inform the meeting that we have been instructed to vote as follows: 1,254,231 votes against this item, 73,993 votes as abstentions, and 86,639,920 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. George Handjinicolaou for a term of four years has been adopted. I congratulate Mr. Dick Sluimers on his reappointment and Mr. George Handjinicolaou with this appointment. I look forward to working with both on the Supervisory Board. We will proceed to the next item. The next voting item on the agenda of this meeting are the reappointment of one of the members of the Management Board, Mr. Fabrizio Testa, and the appointment of a new member, Mr. Yianos Kontopoulos, who is the CEO of Euronext Athens, both for terms 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. I kindly invite Mr. Kontopoulos to stand up and briefly introduce himself to the shareholders.
Thank you, Mr. Chairman. I'm a U.S.-trained economist with a career of over roughly 30 years in the financial sector, again, roughly equally split between New York, London, and Athens. So of latest in market infrastructure in Athens, I have worked on the sell side, buy side. I'm very much looking forward, if elected, to work with the rest of the members of the Managing Board and the whole organization. Thank you.
Thank you very much, Mr. Kontopoulos. I note that approvals for the appointment of Mr. Kontopoulos from the Dutch Minister of Finance and from the College of Regulators have not yet been obtained. It should therefore be noted that only the reappointment of Mr. Testa, if approved, will have immediate effect. Are there any shareholders who have comments or questions about these items? I note that no comments are made and no questions are asked. The eighth voting item is the proposal to reappoint Mr. Fabrizio Testa as a member of the Managing Board. Are there any shareholders who wish to vote against the reappointment of Mr. Testa? Are there any shareholders who wish to abstain from voting?
I inform the meeting that we have been instructed to vote as follows: 9,126,069 votes against this item, 1,664 votes as abstentions, and 79,840,411 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 Mr. Testa for a term of four years has been adopted. The ninth voting item is the proposal to appoint Mr. Yianos Kontopoulos as a member of the Managing Board. Are there any shareholders who wish to vote against the appointment of Mr. Kontopoulos? Are there any shareholders who wish to abstain from voting?
I inform the meeting that we have been instructed to vote as follows: 715,919 votes against this item, 2,558 votes as abstentions, and 87,214,596 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. Kontopoulos for a term of four years has been adopted. I congratulate Mr. Testa and Mr. Kontopoulos with their appointments. We will proceed to the next item. The 10th voting item is the proposal to appoint KPMG Accountants N.V. as Euronext external auditor to audit the financial statements for 2026 and to perform a limited assurance engagement over 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 2026 and to perform a limited assurance engagement over the CSRD report.
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. 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 have been instructed to vote as follows: 1,469 votes against this item, 1,106 votes as abstentions, and 87,965,569 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 for 2026 and to perform a limited assurance engagement over the CSRD report has been adopted. We will proceed to the next item. The 11th 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 29th of January, 2026, the company announced that it had completed the share repurchase program that it had announced on the 6th of November, 2025. The purpose of the program was to reduce the share capital of Euronext.
Therefore, it is proposed to the general meeting to cancel 1,967,993 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 note that no comments are made and no questions are asked. I suggest to vote on the proposal regarding cancellation of the company's own shares purchased by the company under the share repurchase program. 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 inform the meeting that we have been instructed to vote as follows: 686,481 votes against this item, 504 votes as abstentions, and 87,281,159 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 A contains two proposals. The first proposal is to designate the Managing Board as the competent body to issue ordinary shares, which is voting item number 12. The second proposal, voting item 13, 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 12.
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 issue, subject to the approval of the Supervisory Board, 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 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 regarding these two items?
Yeah, I note that 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. 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 have been instructed to vote as follows: 36,274 votes against this item, 704 votes as abstentions, and 87,931,166 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. 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 have been instructed to vote as follows: 2,022,336 votes against this item, 670 votes as abstentions, and 85,945,138 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. The 14th voting item is the proposal to authorize the Managing Board, subject to the approval of the Supervisory 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. 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 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, subject to the approval of the Supervisory Board. 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 have been instructed to vote as follows: 470,508 votes against this item, 14,728 votes as abstentions, and 87,482,908 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. Any other business? If any of the shareholders present at this meeting wish 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. Please.
Yes. Thank you very much. It's more of a general statement and one question on what you might call a strategic perspective. I should like to begin with expressing our appreciation for Euronext, your work, your achievements, and the constructive relationship that we have. Of course, you must be aware that we are always extremely hesitant to welcome any encroaches into the world of crypto. Beyond that, we are very appreciative. I would also like to take the opportunity to express our thanks and our appreciation for the very constructive relationship over the recent period, also that we've had with Euronext in the Netherlands, where we have cooperated on a couple of issues in which, for example, we made joint statements on the importance of the capital markets, financial markets, and the importance of Europe.
It's therefore, of course, very impressive and interesting also to see that you fully embrace the need for European strategic autonomy and that just although these may be taken to be symbolical measures, but you've launched funding days promoting the financing of the defense sector, and you support employees serving as reservists.
We fully welcome that. Of course, you, Mr. Chairman, you may very well be a great UBS fan. We take that to be the case. We also take it that you must therefore be a fan of SIX Swiss Exchange. Let's not discuss clearing and settlement. The issue is whether you agree as a company that Europe, in the face of strategic autonomy, stands to gain by further consolidation of exchanges. This is, of course, the way on which Euronext very clearly and very decidedly has set out.
We see other parties suggesting, "No, no, no. It would be a very good idea if there is competition of exchanges within Europe." Are you very much in favor of further consolidation? You have already expressed this where regulation and supervision is concerned. That would be a more generic strategical question. Thank you.
I will answer your question, which was at the end of your remarks, about European consolidation. Euronext is an open project. It is built. It's designed. It operates to be the home of all the market infrastructure that are seeking scale, efficiency, and global relevance. We will welcome any dialogue with any exchange that is willing to engage in any consolidation discussion. That's the only way of answering your question because M&A is a consenting adult game. You need a willing buyer, but you need also a willing seller.
Whether Euronext is a willing buyer of certain assets where there is no willing seller is irrelevant. It's a dead end. What I can confirm is that, as we have done in the past, in 2018, when we welcomed the Irish Stock Exchange, in 2019, when we welcomed Oslo Børs, in 2020, when we welcomed a CSD platform in Copenhagen VP Securities, in 2021, when we welcomed Ljubljanska borza, in 2025, when we welcomed ATHEX, we will be open to further consolidations. You need to have a dynamic on this side. One thing is clear.
The platform we have built, when it comes to operations with the single liquidity pool, the single order book, the single technology platform, when it comes to governance with our federal governance, with our College of Regulators, when it comes to the culture of mutual respect of the best man or the best person for the job, irrespective of citizenship and nationality and passport, when it comes to management team with a CEO from Portugal who has replaced a French CEO, a CFO from Italy who has replaced a French CFO, a General Counsel from the Netherlands who has replaced a French General Counsel.
When it comes to all sorts of functions, we are an open house, which is open for the ones who want to be part of these adventures. We do believe, as an organization, that we are all better off succeeding together rather than failing separately.
It's up to us to decide how other organizations in other parts of Europe want to shape and frame their future. We are available. That's the short answer.
Just a couple of comments from my perspective on behalf of the Supervisory Board and myself. I left UBS five years ago. I'm very fond of the company, and I have a lot of relationships in Switzerland. I'm here in my capacity as Chairman of the Supervisory Board of Euronext N.V.. As it relates to the strategy, the Supervisory Board continues to be very supportive of the strategy of the Managing Board. This company has been built very successfully through acquisition transactions and M&A transactions. Clearly, it is a strength of this company to be able to rely on an exceptionally well-oiled machine that is able to integrate complex assets and complex realities and extract shareholder value. Obviously, that is a strength of this company.
However, as pointed out by Mr. Boujnah in his presentation, the company has been very much engaged and committed to develop organic growth and endogenous growth through real industrial projects to serve the European capital markets and to make the company stronger and better for its clients and for its stakeholders. The reality is that with or without M&A, we're here to support the investments, the organic growth, the endogenous growth of this company, the investments in technology that have been tremendous in this company over a prolonged period of time.
The results you see today of the last two years are the hard work on all of these fronts by the company. With or without M&A, we look forward genuinely to a much brighter future that would be equal or better than the past for the company. Thank you.
With that, I conclude that I don't see any other shareholders wishing to make announcements or remarks. Therefore, I hereby close this Annual General Meeting. Thank you all for your patience and for your presence. Thank you.