Euronext N.V. (ENX) Earnings Call Transcript & Summary

Good morning, dear shareholders, here from Amsterdam. I hereby open the Annual General Meeting of Euronext N.V. I welcome you on behalf of the Supervisory Board and the Managing Board of Euronext N.V. for our seventh Annual General Meeting as a listed company. Because of the COVID-19 crisis, we are holding this general meeting without you, our shareholders, present and without most of our Board Members. The only person with me in the meeting room are the company's Corporate Secretary, Paul Theunissen; and our Notary, Mrs. Corinne Holdinga; and 4 or 5 technicians of our subsidiary company, Wescast, as we are webcasting this meeting. Mr. Stephane Boujnah, our CEO; and Mr. Bernard Roeders, the lead partner of EY, our external accountant for the 2020 accounts; as well as the appointees, Mrs. d'Amarzit, Mrs. Chan, Mrs. Coppens, Mrs. Ferone, Mr. Novelli and Mr. Sichel will participate to this meeting by video. 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. In accordance with the articles of association, the general meeting is held in Amsterdam, this being a municipality where the company has its legal 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 30th of March 2021 on Euronext's website, including the agenda and the explanatory notes there hereof. This announcement explain the procedure for the shareholders who wish to either provide voting instructions or grant a power of attorney to me, the Chairman of this meeting. Shareholders have been given the opportunity to ask questions before the meeting via an e-mail address of the Corporate Secretary. No questions have been received. No requests have been received from the shareholders regarding the addition of proposals to the agenda of this general meeting. In accordance with corporate governance recommendation, the draft minutes of this meeting will be made available to shareholders within 3 months of the meeting by publication on the website, giving shareholders the opportunity to comment on these minutes during 3 subsequent months. Having taken account all that has been expressed before, I conclude that this Annual General Meeting has been convened in accordance with 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 how many shares are represented at this meeting in person or in proxy and how many votes can be jointly cast. Please note that the numbers of issued shares that I will announce in a few moments correspond with the number of issued shares at registration date, which was the 13th of April, 1-3. On the 29th of April, 6.6 million additional shares were issued, which make the current number of issued shares is 76.6 million. However, as these shares were issued after the registration date, they are not taken into account for the voting of this general meeting. I will now announce the relevant numbers for today's meeting. The issued shares as per registration date are 70 million shares, 7-0. Shares with voting rights are 69,670,535 shares. The represented shares are 52,369,893 shares, and that means that of the issued capital present or represented at this meeting is 75.16%. Now the absolute 50% plus 1 majority of the votes is 26,184,947 shares and a qualified majority, that's 75% plus 1, is 39,277,420 shares. Those are the numbers that count for today. The second point on the agenda is the presentation of our Chief Officer, Mr. Stephane Boujnah. So I would like to invite him to present the report of the Managing Board on the financial year 2020 and the Q1 figures of this year and a brief overview of the recently completed acquisition of the Borsa Italiana Group. As mentioned, Mr. Boujnah joins this meeting remotely by video. Stephane, please go ahead.

Thank you, Mr. Chairman, for your introduction. With me in Paris are Nathalie Rachou, the -- one of our independent members of the Supervisory Board and Chair of the Remuneration Committee; and Delphine d'Amarzit to be nominated and approved today as a member of the Managing Board. Moving to Slide 3, I just want to underline that 2020 was an important and very strong year for Euronext on 4 fronts. First, in terms of growth. We recorded double-digit growth in revenue, in EBITDA and in adjusted EPS during last year. Those results were achieved by leveraging favorable market trends that everyone has noticed and that we expect to last this year to a large extent and by capturing external growth opportunities. Second, in terms of efficiency, which is one of the parts or components of a -- or key components of the G&A of the company. We combined growth and efficiency, thanks to our ability to [Audio Gap] acquisitions rapidly and to extract cost synergies and revenue synergies. Third, in terms of costs, we were in line with our 2020 cost guidance as planned. Finally, in terms of targets, we have attained all the financial targets we set under our strategic plan for 2022 2 years in advance. Let me focus on the numbers for this year. Revenue increased in 2020 by EUR 205.2 million, up plus 30.2% to EUR 884.3 million. And this was driven by the successful diversification, not only in post-trade activities, especially with the acquisition of VP Securities in Copenhagen, and significant organic growth driven by improved market position and the various long-term growth drivers. Our diversification strategy continued to build off thanks to our strengthened custody and settlement activities, resulting in non-volume-related revenue accounting for 50% of the growth revenue and covering 121% of our operating costs for 2020. At the same time, as I said earlier, we continue to deliver on cost control and we were in line with our 2020 cost guidance. This translated into EBITDA growing in line with our revenue by 30.2% in 2020 to EUR 520 million. And the combined EBITDA margin reached 58.8%, stable compared to the previous year. And this stability is mainly due to the dilutive impact from new acquisitions as -- if you look at the like-for-like perimeter, the actual EBITDA for the like-for-like perimeter increased by 2.3 points, reaching 61.3%. So as always, new acquisitions have a diluted impact for a certain period on the EBITDA margin and there is a convergent process with the extraction of synergies. The strong operating performance over the year resulted in 28.1% increase in adjusted EPS at EUR 4.99 per share. On a reported basis, 2020 net income was up plus 42.1% at EUR 315.5 million, which is a strong growth despite significant exceptional items that were related to acquisitions and restructuring costs because as you can imagine, every acquisition comes with a below the EBITDA exceptional restructuring costs. So this growth of net income is a significant success. Accordingly, a dividend representing 50% of this reported net income is proposed for approval today, as defined in the Euronext dividend policy and as proposed by the Supervisory Board. The [ 500 pound ] per share will be committed -- will be communicated in the coming days following the closing of rights issued launched on 29th of April. I will come back to this point, but as you know, the total number of shares to be used for the dividend distribution is going to be set after the conclusion of the ongoing rights issue. Moving to Slide 5. I would like to discuss the completion of the acquisition of the Borsa Italiana Group. Thanks to the massive or the unanimous support of the shareholders at the AGM of November 20, 2020, we were able to complete on the 29th of April the acquisition of the Borsa Italiana Group. With the Borsa Italiana Group joining Euronext, Euronext entered into a new chapter of its history and successfully created the leading pan-European market infrastructure in Europe. Together with the Borsa Italiana team, [ teams that we build ] and we strengthened the backlog of the capital market union in Europe, connecting local economies with global markets. And really, this transaction strengthens the profile of Euronext and enhances its strategic prospects for future growth in many respects. It also opens opportunities for further product innovation, for further geographical expansion and further business diversification. So with this acquisition, and I think it's very, very important, Euronext is now the #1 venue for equity listing and financing in Europe with around 1,900 companies listed on Euronext markets, totaling approximately 5.1 -- EUR 5.2 trillion of aggregate market capitalization. Euronext is now the #1 venue for cash equities and ETF trading in Europe with EUR 12.2 billion worth of average daily volumes on the basis of our pro forma numbers for 2020. And this is now also a leading European group for government bonds trading platforms thanks to the addition of MTS to the Euronext trading offering. Finally, we are now a leading operator in post-trade infrastructures, including a multi-asset class clearinghouse, CC&G, and now a significant network of European CSDs with close to EUR 6 trillion in assets under custody when you combine Monte Titoli, which is the largest CSD in the group; Interbolsa in Portugal, which is our historical CSD in the group; and the 2 recent acquisitions, the VPS as part of Oslo Børs and VP Securities in Copenhagen. Moving to Slide 6. The Borsa Italiana Group acquisition is really transformational for Euronext, and everyone has noticed that. It significantly increases the scale of the group, but it also significantly diversifies its profile in terms of geography and in terms of revenue. On a pro forma basis, we have now crossed the symbolic EUR 1 billion revenue bar with 2020 total revenue close to EUR 1.4 billion. And of this total, 49% were related to revenue and 26% is generated by post-trade operations. And also in terms of geographic mix, Italy is now the largest revenue contributor with 34% of the 2020 pro forma review because the Italy operates an integrated group of companies going from trading, clearing, CSD plus a significant fixed income trading platform. So the pro forma 2020 EBITDA for the combined group amounted to EUR 790 million, representing a 58% EBITDA margin as a combined pro forma EBITDA. Lastly, the pro forma 2020 adjusted net income amounted to EUR 498 million. Moving now to Slide 7. I'd just like to focus on our joint common share the vision commitment to ESG within the Euronext core businesses and within the Borsa Italiana teams that have joined us on the 29th of April. Clearly, the Borsa Italiana Group and Euronext not only share a common vision for the European capital markets, they also share a common conviction for accelerating transition towards sustainable growth with strong environmental, social and governance-related products [ and capture ]. Therefore, the combined group will pursue together this dual ambition to drive investment in innovative, sustainable products and services while inspiring and promoting tangible sustainable practices. As an exchange, as a market infrastructure, our job is to help investors to identify ESG-driven projects and to identify and to help the companies to make their ESG-driven projects more visible to investors. Moving to Slide 8. I'd like to share with you the -- some details on the financing of this transaction. So the final purchase price we paid to the London Stock Exchange Group is EUR 4,444 million in cash. The difference with the amount originally stated is just related to an agreed price adjustment mechanism to reflect the cash generated by the Borsa Italiana Group since the 20th June 2020. This transaction is financially compelling for our shareholders. We expect the acquisition to be mid-single-digit accretive on adjusted EPS before any synergies and double-digit accretive on adjusted EPS after run rate synergies by year 3. We expect to achieve a total amount of EUR 60 million of annual run rate pretax synergies by year 3, EUR 45 million annual run rate pretax cost synergies and EUR 15 million annual run rate pretax synergies, both of them combined, making the aggregate EUR 60 million synergy target by year 3. Before the -- covering the refinancing of the transaction, I would like to highlight the [ early change ] in the Euronext earnings structure that occurred with the completion of the transaction. We are very proud and happy to welcome CDP Equity and Intesa Sanpaolo, 2 Italian cornerstone investors who became Euronext shareholders on the 29th of April 2021 through the subscription to a private placement for total proceeds of EUR 579 million with issuance, alluded to by our Chairman, of 6.6 million new ordinary shares. In addition, both CDP Equity and Intesa Sanpaolo joined the Euronext Reference Shareholders by entering into a new Reference Shareholder agreement, including ABN AMRO Bank, Caisse des Dépôts et Consignations, CDP Equity, Euroclear, Intesa Sanpaolo and SFPI-FPIM. As of today and before the results of the rights issue offering, the Reference Shareholders hold 27.85% of the Euronext capital. So let's move to Slide 9 for an update on the refinancing of this transaction. The transaction was financed through EUR 3.7 billion drawdown from the bridge loan to the facility, EUR 300 million of own cash and EUR 600 million of proceeds -- approximately EUR 600 million of proceeds from the private placement subscribed by CDP Equity and Intesa Sanpaolo I was referring to a few minutes ago. The bridge loan facility is being refinanced to the capital increase by way of a rights offer launched on the 29th of April 2020 for a total amount of EUR 1.8 billion and the Board issuance launched the 6th of May 2021 for EUR 1.8 billion. Both shareholders and both orders demonstrated a very strong support as the rights offer was met with, in the case of the bond issuance, an oversubscription of 2.7x. Every Euronext Reference Shareholders also demonstrated their support on the rights issue and either fully subscribed to the rights offer or executed a cash-neutral transaction. Lastly, a few words on the Q1 performance, which has been pretty good, and that we released earlier than anticipated on the 29th of April in order to launch at the same time the rights issue immediately on the date of closing of the transaction. So Euronext reported, as you have seen, a very strong start of the year with growth in revenue and growth in adjusted EPS. I just want to insist on the fact that this strong performance is to be compared with the first quarter 2020, which was exceptionally strong because trading volumes, as you remember, were exceptionally high due to market volatility as the [ bank limited ] in February 2020. So the comparison base here was a very high bar to us. That revenue increased by EUR 12.4 million, up 5.2%, to EUR 249.2 million. And this solid performance was driven by some strong organic growth, especially in non-trading activities, in particular in listing, which was very dynamic in Q1, especially in Oslo, in Amsterdam and in Paris and post-trade. And that also was the outcome of continued benefits from recent acquisitions with VP Securities in Copenhagen joining Euronext last August. This translated into an increase in the share of non-volume-related revenue in our mix to 51 -- sorry, to 53% of the total revenue, covering 132% of operating expenses, excluding G&A. On [ E&Y ], on the cost side, we continue to deliver our cost discipline. The reported increase is -- on cost is mainly related to the consolidation of VP Securities cost in Copenhagen. As I said on a few occasions, every time we do an acquisition, there is an initial phase of exceptional cost below the EBITDA, but at the same, there is also an element of either operational costs related to the integrations or impact of lower margin from the acquired business during the transition phase where we extract synergies. Integration is on track because in the case of VP Securities, just after 8 months following the acquisition because transaction was closed in August 21, we have already extracted EUR 4.5 million to [ one leg ] cash cost synergies, which represents roughly 65% of the synergies we are committed to deliver in year 3. On a like-for-like basis, the 4% growth in our cost is mainly related to the preparation of the acquisition of the Borsa Italiana Group. As you know, the transaction was announced on the 9th of October, but the process of preparing for the integration or preparing for the closing was generating incremental costs. And it was also -- this increase in cost is also related to some mechanic adjustment on the long-term incentive plan computation, leading to higher staff costs that are not related to increased cost of labor, but just to the mechanic or adjustment with that. In addition, we delivered during this period on target or above target for the synergies of Oslo Børs VPS because you may remember that we would -- have committed to deliver EUR 12 million of run rate cost synergies by year 3, but we were able to deliver in 2 years -- in less than 2 years, almost EUR 14 million, exactly EUR 13.8 million of synergies in Oslo, so therefore, to close the integration project on the cost side in Norway. Group EBITDA was stable at EUR 148.7 million with an EBITDA margin of 59.7% in Q1 2021, slightly down due to the dilutive impact, as I said, on its locations today of new acquisitions and [indiscernible], but again, when you look at the like-for-like perimeter and at constant currencies, the Euronext EBITDA margin for Q1 2021 was 61.5%. So to conclude, this solid performance translated into 6.2% increase in adjusted net income to EUR 106.9 million. On a reported basis, net income was up 2.2% to EUR 98.2 million. So you can see also with those 2 numbers that the adjustment in our numbers are absolutely minimal with a very small difference between the reported net income and the adjusted net income. On Slide 12, to conclude on financials, I'd like to to show or to insist on the fact that our financial position at the end of the first quarter '21 is very strong, and I would like to emphasize that this does not include the impact of Borsa Italiana Group acquisition because the balance sheet of the company is totally different post-acquisition. So Euronext contributing to show a healthy financial position with net debt-to-EBITDA at 1x of the total available liquidity, well above EUR 1 billion. Let's move to Slide 14 to conclude. You can see the performance of our stock price since the IPO in 2014, which is -- with the stock price which is up 374% and overperforming all peers over the period. I'm now going back to our Chairman.

Stephane, thank you very much for your comprehensive overview of the financial figures for the year 2020 and the first quarter of 2021. With your permission, I'd now turn to agenda Item 3, and that's the annual report of 2020. The annual report 2020 comes in the form of a universal registration document. Based on Article 9, step 3 of the EU Directive 2017/11/29, Euronext filed its universal registration document without prior approval of the AFM. The first item, and that's item number 3a, is the explanation of the policy on additions to reserves and dividends, which is a discussion item. I refer to the extraordinary notes to the agenda of this meeting for more information on our dividend policy. We believe 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. 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. Bernard Rudos of our external auditor, EY, for the 2020 financial statements. As said, Mr. Rudos also joined this meeting remotely. I kindly invite Mr. Rudos to give our shareholders issue. Bernard, go ahead.

Thank you, Mr. Chairman. We prepared a short presentation on the process and the outcome of our audit of the 2020 financial statements of Euronext. And similar as in previous years, we started with identifying the main attention points for our audits, being new acquisitions, changes in IT and operations, and also the valuation of goodwill and equity investments. And other important topics for us were the cybersecurity and the impact, of course, of COVID-19. In planning the extent of our procedures, we used a materiality level of EUR 22 million, which is based on 5% of profit before tax. And thereby, we applied a full scope for the major operations of Euronext in Paris and Amsterdam and also for the activities in Dublin and Oslo. Together, this represented a coverage of more than 90% of profit before tax. Our French and Dutch team, as in previous years, carried out a combined approach and worked from 1 file. And the teams included IT, auditors and specialists on the areas. So valuation, taxation, IFRS and also on compliance. Following our order work, we have issued a management letter and a long form reports to the Board of Directors and the Audit Committee. And these reports comprise our main observations and the 4 most important of those have been also included in our public auditors' opinion as key audit matters. And these key audit matters related to the impact of COVID-19 to the accounting for the acquisitions of VP Securities and Nord Pool , which took place during 2020. The valuation of the interest in Euroclear and the general controls in the IT environment of Euronext. And we found all key audit matters to be reasonable. Finally, we note that the cooperation with Euronext has then been good, constructive, and also open. And as known that we have issued a unqualified auditor's report on the 2020 financial statements. With this, Mr. Chairman, I would give it back to you.

Thank you, Bernard. We have received no questions about the audit and the audit report of our external auditor. So again, thank you for your contribution and your explanation in this meeting. The next item on the agenda is Item 3b. It's the first voting item. And it's a proposal to adopt the 2020 remuneration report. And 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. As no shareholders or their representatives are present in this meeting, I have been informed about the outcome of the vote that have been caused in advance of the meeting. BNP Paribas Security Services, the company's register representing Euroclear, France, in its turn representing in this meeting in total: 52,322,737 shares informed me that it has been instructed to vote as follows: 19,140,819 votes against this item. 486,440 votes as abstentions and 32,721,504 votes in favor of this item. I am my capacity as the Chairman of this general meeting have received powers of the attorney for 47,156 shares in total. All of them have been cast in favor of this item. So the outcome of this advisory vote is therefore as follows: 19,140,819 votes against this item. 486,414 votes is abstention, and 32,768,660 votes in favor of this item. The proposal to adapt '22 remuneration report has been approved. We will proceed to the next item. The second voting item in this meeting is the proposal to adopt the 2020 financial statements. BNP Paribas Securities Services informed me that it has been instructed to vote as follows. 240,500 votes against this item. 143,621 votes as abstentions, and 51,938,616 votes in favor of this item. The 47,156 votes that I cast in my capacity as Chairman of this meeting are in favor of this item. So the outcome of this vote is therefore as follows: 240,500 votes against this item, 143,620 votes as abstentions, and 51,985,770 votes in favor of this item. So the proposal to adopt the 2020 financial statement has been approved. So we will proceed now to the next item. The third voting item in this meeting is the proposal to adopt a dividend of EUR 157.7 million in aggregate. I refer to the explanatory notes for more information about this item. It should be pointed out that 6.6 million shares that were issued on the 29th of April are entitled to receive dividend. On the 12th of May, an additional 30,506,294 shares will be issued in the context of the right issue. These shares will also be entitled to receive dividend. BNP Paribas Security Services informed me that it has been instructed to vote as follows: 1,282,681 votes against this item, 6,340 votes are abstentions, and 51,033,716 votes in favor of this item. The 47,156 votes that I cast in my capacity as Chairman of this meeting are casted in favor of this item. The outcome of this vote is therefore as follows: 1,282,681 votes against this item; 6,340 votes as abstention; and 51,080,870 votes in favor of this item. So the proposal to adopt a dividend of EUR 150.7 million of the aggregate has been approved. We will proceed now to the next item. The fourth voting item in this meeting is a proposal to discharge the member of the Managing Board in respect of the duties performed during the year 2020. BNP Paribas Security Services informed me that it has been instructed to vote as follows: 2,318,191 votes against this item; and 82,165 votes as abstentions; and 49,822,381 votes in favor of this item. The 47,156 votes that I cast in my capacity as Chairman of this meeting are casted in favor of this item. So the outcome of these votes is therefore, as follows. 2,380,191 votes against this item, 182,165 votes is abstentions, and 49,869,537 votes in favor of this item. The proposal to discharge the members of the managing Board in respect of their duties performed during the year 2020, therefore, has been approved. 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 2020. BNP Paribas Security Services informed me that it has been instructed to vote as follows: 3,680,243 votes against this item. 182,085 votes as abstentions, and 48,458,409 votes in favor of this item. The 40,156 votes that I cast in my capacity as the Chairman of this meeting are in favor of this item. The outcome of the vote is therefore as follows: 3,682,243 votes are casted against this item. 102,085 votes are casted as abstentions, and 48,505,565 votes are casted in favor of this item. So the proposal to discharge the members of the Supervisory Board in respect of their duties performed during the year 2020 has been approved. So we can now 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., one member of the Supervisory Board, Mr. Franck Silvent, will retire after this general -- Annual General Meeting. Franck Silvent has decided not to stand for reappointment. In addition, Mr. Jim Gollan, Mr. Luc Keuleneer and Mr. Lieve Mostrey have decided to retire from the Supervisory Board. Luc Keuleneer's retirement was subject to completion of the private placement and the acquisition by Euronext N.V. of the Borsa Italiana Group and has taken place on the 29th of April. I would like here in this meeting to take the opportunity to thank Lieve Mostrey, Jim Gollan, Luc Keuleneer, and Franck Silvent for their many valuable contributions to the Supervisory Board and the company as a whole in those past years. We will miss their views, their experience, their knowledge, and certainly their personalities. Again, thank you very much the 4 of you. Upon the binding nomination of the Supervisory Board, the general meeting is asked to appoint Piero Novelli; Alessandra Ferone; Diana Chan; Olivier Sichel, and Rika Coppens as new members of the Supervisory Board, each for a term of 4 years, all subject to regulatory approval to the extent they have not yet been obtained. The proposed appointment of Mr. Novelli, and Mrs. Ferone, where in addition, subject to the completion of the acquisition by Euronext of the Borsa Italiana Group, and this has taken place on the 29th of April. Considering that the Italian market will be the largest revenue contribution to the combined group, the Supervisory Board has decided that the independent Italian member Mr. Piero Novelli will become the Chairman of the Supervisory Board. I will step back as Chairman and will remain on the Supervisory Board as its Vice Chairman. All the regulatory approvals for the appointment of Mr. Novelli has been received. We are still in anticipation of the regulatory approvals for the appointment of the other candidates. All candidates are attending this meeting remotely. I will now give you them the opportunity to briefly introduce themselves to the shareholders. First, I would like to give the floor to Piero Novelli for a short introduction. Piero, please go ahead.

Thank you, Mr. Chairman, and good afternoon, ladies and gentlemen, shareholders. My name is Piero Augusto Novelli, also known as Piero. I've had a 30-year career in banking. Over the last 3 years, I was Group Executive Board Member and Co-President of the Investment Bank of UBS. I stepped down from this executive role on April 1 to accept the chairmanship nomination of Euronext, of which I'm generally honored and excited. I will also be involved in academia as a senior lecture and teaching at MIT and Imperial college. Thank you.

Thank you, Piero. And now I would like to give the floor for a short introduction to Alessandra Ferone. Alessandra, go ahead.

Good morning, everyone. It's a pleasure for me to be here today. My name is Alessandra Ferone. Currently, I am the Chief Risk Officer at CDP. I'm responsible for the assessment management of several risks such as financial market business and operational. All the deals on both equity and that side such as acquisitions, loans, structured finance products, which may commit CDP's financial resources, land on my desk before being submitted to the Board of Directors. Before being appointed Chief Risk Officer held the position of Chief Financial Officer for the Real Estate Division. Before which, I was the Head of Infrastructure lending, mainly in Project Finance. Currently, I'm Board members of several companies in Italy, some of them aren't listed.

Thank you, Alessandra. And next on the is Diana Chan. Diana, please go ahead.

Good morning, everyone. I am Diana Chan. I have been nominated by Euroclear S.A./N.V. one of the reference shareholders. On whose Board I have served for the last 2 years. Prior to that, I was the Chief Executive of EuroCCP, a financial market infrastructure. And I was Chief Executive from its startup in 2007 until 2018. During this time, it became the most connected CCP in Europe, clearing over 50% of all equity's trades concluded on many stock exchanges and multilateral trading facilities. I have spent almost all my career in post-trade services in securities markets after a brief start in information technology when I came out of University, which was some time ago. During this time, I had worked for many different capacities at Citibank, and at JPMorgan, and served investors and all the intermediaries in the securities market investment chain. I was invited during this time by the European Commission, by the European Securities and Markets Authority, and by the European Central Bank to be on various advisory groups that sets the policy for securities post-trade markets in Europe. Due to EuroCCP's systemic significance in the global financial markets, I was also involved in dialogue at the global level on how to make post-trade financial infrastructure save. I am delighted to have this opportunity to serve on the Board of Euronext.

Diana, thank you very much. And I'd now like to turn to Olivier Sichel. Olivier go ahead.

Thank you, Mr. Chairman. Good morning, ladies and gentlemen. I'm Olivier Sichel, I'm 54, and I'm the delegate, CEO of Group Caisse des Dépôts et Consignations, one of the largest public financial institutions in France. So I represent CDC Group at the reference shareholders and currently a Board member of La Poste and Transdev Group and previously, I've been bringing 20 years of Internet background, was the CEO of Wanadoo, one of the largest Internet service providers 20 years ago, and led several IPO as a venture capitalists in the IT fields.

Olivier, thank you. And now last but certainly not least, Rika, please go ahead.

Hello, good morning, everyone. I'm very excited to be here. My name is Rika Coppens. I have a background, a financial background. I started my career at Coopers & Lybrand currently known as PwC. And I still have a CPA degree. So financial background moved on to financial CFO roles. And then became a CEO in one of the companies I managed being European Forecourt Retail Group, a fuel station company and operator of fuel stations in Europe. After that, I moved into my current role as CEO of House of HR, House of HR being an HR service provider in Europe, active in Belgium, the Netherlands, France, and Germany, but also with branches in Spain, Switzerland, and Poland, and Romania, mostly. And with that experience as CEO of House of HR, I believe I also bring an HR background to the Board of Euronext. Thank you very much, Chairman.

Thank you, Rika. And thank you all very much for your brief introductions and a very warm welcome in the group. And may Euronext prosper from all your experience and expertise in the coming years. Again, welcome. We now turn to the voting items linked to your appointments. So the sixth voting item is the proposal to appoint Piero Novelli as a member of the Supervisory Board. I refer to the explanatory votes to the agenda and its annex. BNP Paribas Security Services informed me that it has been instructed to vote as follows: 151,968 votes against this item. 144,488 votes as abstentions, and 52,026,281 votes in favor of this item. The 47,156 votes that I cast in my capacity as Chairman of this meeting are casted in favor of this item. The outcome of this vote is therefore as follows: 151,968 votes against this item; 144,488 votes as abstentions and 52,073,437 votes in favor of this item. The proposal regarding the appointment of Mr. Novelli to the Supervisory Board for a term of 4 years, therefore, has been approved. The seventh item is the proposal to appoint Alessandra Ferone as a member of the Supervisory Board. I refer to the explanatory votes to the agenda and its annex. BNP Paribas Security Services informed me that it has been instructed to vote as follows: 208,410 votes against this item; 144,507 votes as abstentions; and 51,969,820 votes in favor of this item. The 47,156 votes that I cast in my capacity of Chairman of this meeting are in favor of this item. So the outcome of the vote is therefore as follows: 208,410 votes against this item, 144,507 votes is abstentions, and 52,016,976 vote in favor of this item. So the proposal regarding the appointment of Ms. Ferone to the Supervisory Board for a term of 4 years has been approved, subject to regulatory approval. The eighth voting item is a proposal to appoint Diana Chan as member of the Supervisory Board. I refer to the explanatory notes to the agenda and its Annex. BNP Paribas Security Services informed me that it has been instructed to vote as follows: 208,485 votes against this item, 144,461 votes as abstentions, and 51,969,791 votes in favor of this item. The 74 -- 47,156 voted I cast in my capacity as Chairman of this meeting, are casted in favor of this item. So the outcome of this vote is therefore as follows: 208,485 votes are casted against this item, 144,461 votes are casted as abstentions, and 52,016,947 votes are casted in favor of this item. The proposal regarding the appointment of Mrs. Chan to the Supervisory Board for a term of 4 years had, therefore, been approved, subject to regulatory approval. The ninth voting item is the proposal to appoint Olivier Sichel as a member of the Supervisory Board. I again refer to the explanatory notes to the agenda and its annex. BNP Paribas Security Services informed me that it has been instructed to vote as follows: 208,826 votes against this item. 270,094 votes as abstentions, and 51,896,870 votes in favor of this item. The 47,150 votes that I cast in my capacity as Chairman of this meeting are in favor of this item. The outcome of the vote is therefore as follows: 208,826 votes are casted against this item, 217,094 votes are casted as abstentions, and 51,943,973 votes were casted in favor of this item. So the proposal regarding the appointment of Olivier Sichel to the Supervisory Board for a term of 4 years has been approved, again, subject to regulatory approval. The tenth voting item on this agenda is the proposal to appoint Rika Coppens as a member to the Supervisory Board. I refer again to the explanatory notes on the agenda and its annex. BNP Paribas Security Services informed me that it has been instructed to vote as follows: 151,997 votes against this item. 144,507 votes as abstentions, and 52,026,233 votes in favor of this item. The 47,156 votes that I cast in my capacity as the Chairman of this meeting are in favor of this item. The outcome of this vote is therefore as follows: 151,997 votes against this item; 104,507 votes as abstentions; and 52,073,389 votes were casted in favor of this item. The proposal regarding the appointment of Rika Coppens to the Supervisory Board for a term of 4 years, therefore, has been approved, subject to regulatory approval. I would now like to congratulate the 5 appointees, and I absolutely look forward to working with them at our Supervisory Board. Congratulations. We now will proceed to the next item, that's item #5. It's the composition of the Managing Board. On the agenda of this meeting is the appointment of Mrs. Delphine d’Amarzit to the Managing Board. The Supervisory Board has drawn up a binding nomination for this appointment. The candidate is proposed to be appointment -- to be appointed for a term of 4 years. The regulatory approvals for the appointment of Mrs. d’Amarzit have not been yet received. I refer to the explanatory notes to the agenda and its annexes for the reason behind this proposal and for information about the candidate. Delphine d’Amarzit is attending this meeting remotely, and I would now like to give her the opportunity to briefly introduce herself to the shareholders. Delphine, go ahead.

Mr. Chairman, thank you very much. So as mentioned, the Supervisory Board has nominated me in late December. I joined the company in March, and I have been appointed by the general assembly of Euronext Paris as Chairman and CEO on April 7th. Prior to that, I was the Deputy CEO of the banking arm of the Orange Group that are launching a retail digital bank and also involved in their fintech's and payments initiatives throughout the group. That was the past 5 last years of my experience. And before that I was for [ 20 years ] in the treasury sector, dealing with financial services, mainly in the French treasury, sometimes also in 2 [indiscernible]. And on this occasion, I was involved in the regulation of financial markets and capital markets, in particular. Very glad to join the managing board as soon as the regulatory requirements are met.

Delphine, thank you very much, you also a very warm welcome in the group and all the best with you work the coming years for Euronext. We will now vote on the appointment of Mrs. d’Amarzit, which is the 11th voting item on the agenda. BNP Paribas Security Services inform me that it has been instructed to vote as follows: 24,230 votes against this item; 144,900 votes as abstentions; and 52,153,620 votes in favor of this item. The 47,156 votes that I cast in my capacity as Chairman of this meeting, are casted in favor of this item. So the outcome in this vote is therefore as follows: 24,213 votes against this item, 144,900 votes as abstention, and 52,200,780 votes are casted in favor of this item. The proposal to appoint Mrs. d’Amarzit to the Managing Board for a 4-year term has, therefore, been approved, subject to regulatory approval. I congratulate the appointee and look forward working with her. We will proceed to the next item. That's item #6, and it is voting item #12. And it is the proposal to amend the remuneration policy with regard to the Managing Board. I refer again to the explanatory notes to the agenda for the reasons behind this proposal. Please note that this item will need a 75% majority of votes in favor in order to be approved. BNP Paribas Security Services informed me that it has been instructed to vote as follows: 1,271,650 votes against this item. 548,842 votes as abstention, and 50 million -- 5-0, 50,502,208 votes in favor of this item. The 47,156 votes that I cast in my capacity as Chairman of this meeting are casted in favor of this item. The outcome of this vote is therefore as follows: 1,271,615 votes are against this item, 548,842 votes are casted as abstentions, and 50,549,436 votes are cast in favor of this item. The proposal to amend the remuneration policy with regard to the Managing Board has, therefore, been approved. I now go to agenda item #7 on the agenda, and its voting item #13, 1-3. The 13th voting item is the proposal to amend the remuneration policy with regard to the Supervisory Board. I refer to the explanatory notes to the agenda for reasons behind this proposal. Please note again that this item will also need a 75% majority of votes in favor in order to be approved. BNP Paribas Security Services informed me that it has been instructed to vote as follows: 239,401 votes against this item; 515,700 votes as abstentions, and 51,567,636 votes in favor of this item. The 47,156 votes that I cast in my capacity as the Chairman of this meeting are in favor of this item. So the outcome of this vote is therefore as follows: 239,401 votes are casted against this item, 515,700 votes as abstentions, and 51,614,792 votes were casted in favor of this item. So the proposal to amend the remuneration policy with regard to the Supervisory Board therefore has been approved. Agenda Item #8 on the agenda, that's the voting item 14. It is the proposal to appoint Ernst & Young Accountants Limited as your next external auditor to audit the financial statements for 2021. BNP Paribas Security Services informed me that it has been instructed to vote as follows: 53,303 votes against this item, 15,302 votes as abstentions, and 52,254,132 votes are casted in favor of this item. And the 47,156 vote that I cast in my capacity as Chairman of this meeting are casted in favor of this item. The outcome of the votes is therefore as follows: 53,303 votes against, 15,302 as abstentions, and 52,301,288 votes in favor of this item. So the proposal to appoint Ernst & Young Accountants as the external auditor to audit the financial statements for 2021, therefore, has been approved. We now will proceed to the next item on the agenda, that's item #9 and its voting item 15. The 15th voting item is the proposal to amend The Articles of Association of Euronext N.V. I refer again to the explanatory notes to the agenda of this meeting. It's Appendix 6 and to the annexes to Appendix 6 for more information about this item and for the proposed wording of the Articles of Association in Dutch and in English. Some questions has been received from other parties and shareholders in relation to the amendment that would allow hybrid or virtual meetings. The company has clarified that the wording we propose is standard wording for the use of electronic means in a shareholders' meeting. Which wording has been inserted in Articles of Association of listed and nonlisted companies over the last decade? We confirm that the possibility to hold virtual only meetings would only be possible under the new Articles of Association in the event of a special law introduced by the Dutch legislation that allows virtual only meetings in deviation of The Articles of Association, like under the COVID regime today. If the Dutch legislation would allow for structural virtual only meetings without specifying that this can be done in deviation of the Articles of Association, the new Articles of Association would not allow Euronext to hold virtual-only meetings. This is fully in line with Euronext's intention to hold physical or hybrid meetings. BNP Paribas Security Services informed me that it has been instructed to vote as follows. 546,453 votes against this item; 16,372 votes as abstentions, and 51,759,912 votes in favor of this item. The 47,156 votes, that I cast in my capacity as Chairman of this meeting are in favor of this item. So the outcome of this vote is therefore as follows: 546,453 votes are casted against this item. 16,372 votes are casted as abstention, and 51,870,068 votes are casted in favor of this item. So the proposal to amend the Articles of Association of Euronext N.V. has been approved. We now go to the next item on the agenda, and that's item #10. And it contains the voting items 16 and 17. This agenda item 10 contains 2 proposals. The first proposal is to designate the managing board as the competent body to issue ordinary shares. This is voting item 16. The second proposal is to designate the managing board as the competent body to restrict or to exclude the preemptive rights of the shareholders, which is voting item #17. I refer again to the explanatory notes to the agenda of this meeting. We will first vote on Item 16. BNP Paribas Security Services informed me that it has been instructed to vote as follows: 1,262,335 votes against this item; 12,259 votes as abstentions, and 51,048,143 votes in favor of this item. And again, this 47,156 votes that I cast as my capacity as Chairman of this meeting, I have casted in favor of this item. So the outcome of this vote is therefore as follows: 1,262,335 votes against this item; 12,259 votes as abstention; and 51,095,299 votes in favor of this item. The proposal to designate the managing board as a competent body to issue ordinary shares, therefore, has been approved. We will now vote on the item #17, 1-7. BNP Paribas Security Services informed me that it has been instructed to vote as follows: 4,497,112 votes against this item; 12,289 votes as abstentions; and 47,813,336 votes in favor of this item. And the 47,156 votes that I cast in my capacity as Chairman of this meeting are in favor of this item. So the outcome on this vote is therefore as follows: 4,490,112 votes against the item; 12,289 votes as abstention; and 47,860,492 votes in favor of this item. So the proposal to designate the managing board as a competent body to restrict or exclude the preemptive rights of shareholders has also been improved. I will now turn to agenda Item 11, and that's also voting Item 18, 1-8. This 18th voting item is the proposal to authorize the Managing Board to acquire ordinary shares in share capital of the company on behalf of the company. BNP Paribas Security Services informed me that it has been instructed to vote as follows: 1,734,872 votes against this item; 41,118 votes as abstentions; and 50,546,747 votes in favor of this item. And the 47,156 votes that I cast in my capacity as Chairman of this meeting are casted in favor of this item. The outcome of this vote is therefore, as follows: 1,734,870 votes against this item; 41,184 as abstention, and 50,593,903 votes in favor of this item. So the proposal to authorize the managing Board to acquire ordinary shares and share capital of the company on behalf of the company has therefore been approved. I now turn to agenda Item 12, it's any Other Business. As mentioned, we have given our shareholders the opportunity to ask questions prior to the meeting. As I informed you earlier in this meeting, no questions from shareholders were received. So I do not have any other item on item #12 on the agenda. So I now turn to agenda Item 13. That's the closure of the meeting. So I hereby close this Annual General meeting and thank everybody for attending this webcast. And please stay healthy. Thank you very much.