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

Good morning, dear shareholders, I hereby open the Annual General Meeting of Euronext N.V. My name is Piero Novelli, and I was appointed as the Chairman of Euronext Supervisory Board in September. I welcome you on behalf of the Supervisory Board and the Managing Board of Euronext N.V. for our Eighth Annual General Meeting as a listed company. I'm very pleased that after 2 years of virtual meetings due to the COVID-19 crisis, we are now in the position to welcome you in person again. Please turn off or mute your mobile phones during the meeting. Euronext N.V. is an international company, and its corporate language is English. Therefore, the general meeting will be conducted in English, as announced in the convocation to the meeting. I would like to inform you that the members of the Supervisory Board, the CEO, Mr. Stephane Boujnah, the CFO; Mr. Giorgio Modica; and the Corporate Secretary, Ms. Sylvia Andriessen, are present behind this table. The other members of the Managing Board are in front of us in the meeting room. Also present in this room is the nominee for appointment to the Managing Board, Mr. Fabrizio Testa. Further, a number of senior staff members of the company are present, Among them, Ms. Aurelie Cohen, who is our Head of Investor Relations. In addition, please note the presence of Ms. Corrine Holdinga, our notary, and of Mr. Bernard Roeders, the lead partner at EY, our external accountant for the 2021 accounts; and Mr. [ Jasper Kolsters ], who will succeed him for the 2022 accounts. In accordance with the Articles of Association, the general meeting is held in Amsterdam. This being the municipality where the company has its 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 April 5, 2022, on Euronext website, including the agenda and the explanatory notes. 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 all 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 into account all that has been expressed before, I conclude that this Annual General Meeting has been convened in accordance with all the applicable rules and the Articles of Association of Euronext N.V., and that the general meeting may decide on all items that are placed on its agenda. Before we proceed, I will now inform you of how many shares are represented at this meeting in person or by proxy and how many votes can jointly be cast. Please note that the number of issued shares that I will announce in a few moments corresponds to the number of issued shares as at the registration date, which was the 20th of April. I will now announce the relevant numbers for today's meeting. Issued share capital as per the registration date, 107,106,294 shares. Shares with voting rights, 106,577,665 shares. Represented shares, 88,223,358 shares. Percentage of the issued capital present or represented, 82.77%. Absolute majority of the votes, 44,111,680 shares. Qualified majority of the votes, 66,167,520 shares. Agenda Item 2, presentation of the Chief Executive Officer. I first invite the CEO and Chairman of the Managing Board, Mr. Stephane Boujnah, to present the report of the Managing Board on the financial year 2021 and the 2022 Q1 figures.

Thank you, Mr. Chairman, and good morning, everybody. I will start with the highlights of this year, and I will then provide you with an update on the delivery of our 2024 strategic plan before concluding with an update on our first quarter '22 performance, which we have just released yesterday evening. Starting on Slide 4. In 2021, Euronext recorded a plus 46.9% revenue growth to close to EUR 1.3 billion. This resulted from organic growth even compared to a very strong 2020 and from also the contribution of the Borsa Italiana Group for 8 months of consolidation in 2021. And this performance reflects, first, a very solid organic performance of our nonvolume-related activities, notably all listing business, which did very well in 2021, posted a plus 8% organic growth. And clearly, thanks to a record year in primary listings across Euronext markets and also the development of our Corporate Services business and of our Advanced Data Services business, which grew quite well with a plus 4% organic growth in '21. The second component of the growth of '21 was the Borsa Italiana Group, which contributed to EUR 337.7 million in 2021. As I said, only for the 8 months that have been consolidated with the Euronext group result. So as a result of this operating performance, nonvolume-related revenue grew from 50% and of the total revenue in Euronext in 2020 to 55% of our top line in 2021. And this accounted to 131% of our operating costs, excluding D&A. On the cost side, we overachieved our 2021 guidance on cost, excluding the Borsa Italiana Group. And clearly, consolidated costs [ negatively ] increased compared to 2020 because of this contribution of the Borsa Italiana group cost base and the contribution of the Euronext Securities in Copenhagen and all the incurred related integration costs. But this strong performance, both on revenue and the costs, translated into an EBITDA of EUR 752.8 million, up plus 44.8% from 2020. EBITDA margin was slightly down at 58%, reflecting the cost from acquisitions and integration, as I mentioned before. Nevertheless, on a like-for-like basis, the EBITDA margin of the group was up 0.2 points to 59.7%. Overall, the performance related in a plus 17.2% increase in adjusted EPS, consequently in line with our dividend policy of distributing 50% of our reported net income. A dividend of EUR 1.93 per share is proposed today for your shareholders' approval. Moving now to Slide 5. These numbers reflect the performance of the Euronext business which is now more diversified than ever before. We are now present across the full value chain of our industry. And Euronext, as you can see from this chart, has significantly expanded its geographical footprint and diversified its revenue profile. As we grew and despite the consolidation of high-quality trading activities, such as MTS or on the govies bond-trading, we improved our mix and increased the share of nonvolume-related revenue. On a pro forma basis, meaning, if we had acquired the Borsa Italiana Group on the January 1, '21, we would have reported revenue close to EUR 1.5 billion for the full group. Moving to Page 7. Through our journey, we delivered on our ambition to build the leading pan-European market infrastructure. Euronext is today the first equity listing venue in Europe. The first cash equity trading venue in Europe and the first bond listing venue, not only in Europe but worldwide, in particular, thanks to the strength of our Dublin platform. We know also operate strong assets in fixed income with MTS, as indicated earlier. And we operate very strong post trade assets, in particular in the Nordic region with a fully owned multi-asset classes, clearing house in Italy, Euronext Clearing, formally known as CC&G, and the third largest CSD network in Europe. As you can see, Euronext is today the leading diversified pan-European market infrastructure. Turning to Slide 8. Before moving on to the latest developments, I would like to remind you on our Growth for Impact 2024 strategic objectives. As you have seen at our 2021 Investor Day in Milan, our new 2024 strategic plan is based on 5 pillars: leverage our integrated value chain, Pan-Europanise the Euronext CSDs, build upon Euronext leadership in Europe, empower sustainable finance and execute value-creative M&A, as we have done over the past 6 years. These 5 strategic priorities have translated into the 2024 financial targets. Revenues are expected to grow with a CAGR of 3% to 4% between 2020 and 2024, and EBITDA is expected to grow in the same period between 5% and 6%. I remind you that these targets include the EUR 100 million of run rate EBITDA synergies from the integration of the Borsa Italiana Group. Lastly, to deliver these synergies, we expect to incur EUR 150 million of implementation costs over the duration of the plan, i.e., until the end of 2024. This is EUR 10 million less than previously announced in February -- sorry, in November last year. And I will detail why in a few minutes, we are committing to reduce these implementation costs by EUR 10 million. Moving to Slide 9 to highlight the recent development in our ESG strategy. As you know, and it's very important in the transformation of Euronext, we believe that Euronext has a very critical role to promote the evolution of companies to more sustainable business models. Therefore, we continue to advance on the different pillars of our fit for a 1.5-degree commitment during the first quarter of 2022. We pursue the development and the deployment of our ESG offering as we continue to strengthen our ESG franchise on our national flagship indices. You know all of you familiar with the CAC40 ESG, the AEX ESG, the MIB ESG in Italy, the OBX ESG in Norway. And we also welcome additional issuers of sustainability-linked bonds on all markets in many occasions, in particular, in Dublin. Alongside the enhancement of our ESG offering, we continue to act as a partner of choice for clients, publishing our guide for ESG reporting target 1.5 degree and co-founding the sustainable trading initiative to support our clients in their ESG journey. And from an internal Euronext corporate perspective, we also started to deliver on our own internal ESG commitments. In this respect, the migration to our new Green Core Data Centre in Bergamo, which is fully green, as you may know, will represent a key milestone towards our fit for 1.5-degree commitment. Furthermore, we continue to empower our people and notably with the third addition of our 10 shares for all employee program and [ Wine ] training session on climate issues. So 100% of the employees of Euronext have access to shares in Euronext 2 for the third year, these 10 shares for all employees. Lastly, as you may have seen in our universal registration document, we disclosed our first set of carbon targets in line with the science-based target initiative. These targets notably include an expected reduction by at least 42% of our Scope 1 carbon footprint emissions and our Scope 2 carbon footprint emissions by 2030 compared to 2020, as well as a reduction of at least, at least 42.6% of our Scope 3 carbon footprint [ travel ] emissions by 2030 compared to 2019, which is the last relevant year not affected by COVID travel reduction. The assessments to further reduce our emissions is being finalized, and we are comfortable that we'll be able to publish our final detailed targets of carbon footprint commitments in terms of reduction in June 2022. Moving now to Slide 11 to discuss specifically the Q1 2022 performance and the recent strategic developments that were shared with the shareholders and investors yesterday evening. Euronext, which reported yesterday night a very strong performance in the first quarter of 2022 with revenue reaching EUR 395.7 million. And this is the highest quarterly revenue we have ever disclosed at Euronext. During the first quarter of 2022, revenue increased by more than 50%. Adjusted EBITDA increased by more than 50%. Adjusted net income increased by more than 50%. This is not due to the consolidation of Borsa Italiana only. Our results were also up year-on-year on a pro forma basis, in other words, including Borsa Italiana, as if we were already owners of Borsa Italiana in Q1 2021. On that pro forma basis, Euronext reported a plus 6% growth in revenue and a plus 11.4% growth in adjusted EBITDA. And this strong performance results from several factors. On the one hand, both non-volume related revenue and trading activities reported a strong performance. On the other hand, we benefited from, first, continued cost discipline, which is a fundamental part of the Euronext D&A, combined with the, second element, which is a successful ongoing integration of the Borsa Italiana Group and the delivery of the expected synergies. On the revenue side, as I said earlier, our trading activities were driven by the volatile environment of the end of the first quarter. But in the meantime, our nonvolume-related activities proved to be very resilient. Altogether, non-volume-related revenues accounted for this first quarter for 55% of total revenues and cover now 151% of underlying operating expenses, excluding D&A. And on the cost side, the reported increase that you can observe in the numbers and the reported numbers is in underlying expenses, excluding D&A, reflects the consolidated cost of the Borsa Italiana. But I would like to emphasize that both on a like-for-like basis and on the pro forma basis, as indicated earlier, assuming that we would have owned Borsa Italiana since the first of January '21. Underlying expenses, excluding D&A, were also down compared to last year. This is the result of our continued tight cost control, combined with the successful ongoing integration of the Borsa Italiana Group that is enabling us to deliver on the targeted synergies. Overall, these numbers translated in a plus 11.4% increase in pro forma -- sorry, increased pro forma and adjusted EBITDA to EUR 252.2 million, resulting in an adjusted EBITDA margin up 3.1 points at 63.7%. Bottom line, we delivered in the first quarter of 2022 a plus 7.3% increase in adjusted EPS at EUR 1.54 per share. On a reported basis, net income was up plus 46.5% to EUR 143.8 million. Moving to Page 12. 2022 will be a year of transformational projects for Euronext. We are already close to deliver the first key strategic projects related to the integration of the Borsa Italiana Group. We are proud to confirm that from June 6, 2022, our new core data center will be live unlocking the first batch of identified business and revenue development synergies and also marking a major milestone in our ESG strategy. We are also pleased to confirm that the expected timeline for the migration of Italian cash equities and derivatives market migration to the Optiq trading platform of Euronext is confirmed for 2023, as well as the expansion of the Euronext clearing services to all Euronext markets by 2023 and 2024, subject to regulatory approvals. Further, and I'm now moving to Slide 13. We're also reporting a very strong quarter, as I said, on the cost side. And as a result of our progress, on cost side and the progress in the integration of Borsa Italiana. We today upgrade -- today, yesterday evening, upgraded for 2022 cost guidance, expecting EUR 10 million less of underlying cost for 2022, and EUR 10 million less of implementation cost to extract the synergies by 2024. And this translates into expected underlying costs for 2022 of EUR 612 million, down from EUR 622 million announced in February this year. And this also translates into EUR 150 million of nonrecurring implementation costs expected by 2024, down from EUR 160 million initially announced in November '21, when we met in Milan. As you can see, and I'm moving now to Slide 14. As you can see, our cash flow generation, and that's a very important point, continued to be strong with 84% of adjusted EBITDA converted into net operating cash flow, excluding CCP activities. And this strong cash generation capabilities have enabled us to significantly leverage the company to 2.3x net debt to EBITDA at the end of the first quarter 2022. And this is a significant progress because this number compares to 2.6x at the end of Q4 2021 and 3.2x following the closing of the Borsa Italiana Group acquisition. So this significant improvement in the leverage proposition of the company now provides us with additional strategic flexibility. As recently recognized yesterday by S&P, which confirmed our BBB rating and improved the outlook from stable to positive, and the note from S&P provides you with a much more detailed analysis as to how positive they are about the outlook of the deleveraging of the company. A brief comment on our liquidity position because this has an implication on our flexibility and agility for future M&A developments. Our liquidity position remains strong, as you can see, above EUR 1.5 billion, including an undrawn RCF of EUR 600 million. And with this, I would like to give the floor back to our Chairman.

I Thank Mr. Boujnah for his presentation of the Managing Board's report of the financial year 2021 and the first quarter of 2022. Agenda Item 3, annual report 2021. The annual report 2021 comes in the form of a universal registration document. Based on Article 9, sub 3 of the EU directive 2017, 1120, Euronext filed its universal registration document without prior approval of the AFM. Agenda Item 3A, explanation of policy on additions to reserves and dividends. The first item is the explanation of the policy on additions to reserves and dividends, which is a discussion item. I refer to the explanatory notes to the agenda of this meeting for more information on our dividend policy. We believe that Euronext is perfectly equipped to confirm its current policy to distribute 50% of its profits. In our view, this policy remains balanced and does not impair Euronext's flexibility to meet its short- and long-term liabilities and strategic 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 Roeders of EY, our external auditor for the 2021 financial statements. I kindly invite Mr. Roeders to give our shareholders his views. I point out that Euronext has canceled the obligation to observe confidentiality for the purpose of the AGM. Mr. Roeders 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.

Thank you, Mr. Chair. Thank you. I presented a short presentation on process of our audit for the financial statements. So next, similar to previous years, we started our work with identifying the main attention points for our examination, such as the acquisitions in Italy, changes in IT and operations, valuation of goodwill and equity investments and also other important retention points this year where cybersecurity, the impact of COVID, and of course, the recent effects of the Russia crisis as far as they relate to the 2021 numbers. In planning of our procedures, the extent of our procedures, we use the materiality level of EUR 30 million, which is based on 5% of profit before tax similar to previous years and in accordance with industry standards. Thereby, we applied a full scope for the activities of Euronext in Paris and Amsterdam and also for the activities, the operations in Italy, Norway, Denmark and Ireland. Together, this represents about 90% of total profit. As in prior previous years, our French and Dutch teams operated a combined approach worked for -- from 1 file. And also, all of our teams included IT specialists and specialists on areas that valuation, taxation, IFRS and fraud and compliance. Following our work, we have issued a management letter and a long form report to the Board of Directors and the Audit Committee of Euronext. And these reports included or comprised our observations on the main attention points from our audit, of which the most 4 important ones have been included as key audit matters in our public auditors. These related to the accounting for the acquisitions of Italy, the impact of the new clearing business, the valuation of the equity stake in Euroclear and the general controls in the IT environment of Euronext, and we found all key audit methods to be reasonable. Lastly, we note that a cooperation with the Board of Directors and the supervisors has been open and constructive again this year. And as known that we have issued a new qualified opinion on the 2021 financial statements.

Thank you. Are there any shareholders who have questions about the audit and the audit report of our external auditor? If that is not the case, I kindly thank Mr. Roeders for his contributions and for his work on the audits in previous years. Agenda Item 3B, voting Item 1, proposal to adopt the 2021 remuneration report. In accordance with Article 2:135b Paragraph 2 of the Dutch Civil Code, the remuneration report is submitted to the meeting for an advisory vote. We will now proceed to the advisory on the remuneration report, which is the first voting item. Are there any shareholders who have questions about the 2021 remuneration report?

I hope the microphone will work. Otherwise, I will speak a bit louder. First of all, congrats with the strategic developments of Euronext. I think 10 years ago, a lot of people that felt that they had a lot of knowledge about exchanges did not expect this to happen that you are really the pan-European exchange with a good profitability and good net turnover, which is stable and growing. So congrats with the good results. I have two questions on the remuneration, yes, reports. So Madame Rachou, for you in particular. Investors have a, let's say, a double responsibility here. First of all, Investors in Euronext, who are very happy, of course. We saw the share price increase 6% this morning. So it's well received by the market as well. But also, we are clients, and that is also very important to address. Two questions there. First of all, we saw a, let's say, significant increase in remuneration over the last year, especially in the short term and the long-term incentive plans. We understand that the results are good. Turnover is good, and acquisition was well digested. At the same time, we should, of course, be a bit cautious. First of all, because if this is every year, it can very well be that Euronext is kind of outperforming competitors in terms of costs, so a negative outperformance. So what are the, let's say, what are the targets, a bit more transparency on that? And are the targets for the remuneration, especially in the short-term and long-term incentive plans, are they ambitious enough? So I think that is for the Supervisory Board, something to really address because otherwise, the cost can increase year after year. And you can get in the same situation as NICE in the past where [indiscernible] I kicked in, cut the cost dramatically and put the exchange and far more, let's say, future proof environment then with NICE exceeding cost there. So that is one question. The other is indeed the targets. Do you really think that they are ambitious? And how can you kind of get the remuneration costs, let's say, under control, not only this year, it might be an exceptional year, especially in the future, to make sure that during next the next 10 years with a lot of interventions from regulators will remain that prosperous and good investment as we have seen over the last 10 years.

First of all, thank you for your observations. And for the 2 questions that, as you requested, I would like to pass to the Chairman of the Remuneration Committee, Ms. Nathalie Rachou.

Thank you, and good morning to all. Expenses, I'll start with that. Expenses are controlled as Euronext as exemplified in the latest quarterly results. We exercise, I think, I mean, the company exercised huge control on costs. And let me remind everyone that in the key quantitative criteria, which weighted 25% of the remuneration for STI. There is one criteria, which is cost control. So I think that there is a direct link between short-term incentives and the cost control of the company. So I think that probably is the best answer to your question because there won't be any STI if there is not proper cost control of the company. So I think that's an important criteria for remuneration. We have kept annual fixed salaries mostly fixed for the whole Managing Board and for the CEO in 2021 and going on, on 2022. So that shows a lot of caution, especially in view of current inflation and current market circumstances. The only salary increases we've granted to the staff are linked to 2 things. In some countries, there are inflation automatic links. I'm referring to Belgium, for instance, where it's an automatic upgrade. And in some context, in some instances, we had to take into account competition and competition for talent. And this is a critical issue for Euronext as well as for the rest of the financial industry. And across the board, we were discussing that with [indiscernible] our shareholder -- sorry, our Board member who is involved in HR, and she confirmed that there is such strong demand for high profiles. We do have that sort of competition. And sometimes we have to give salary increases to take care of competition issues and to retain our talent. But we have remained remarkably sober in the remuneration of the Managing Board and of the Chief Executive. We haven't changed anything. We have granted indeed, yes, the maximum STI. But 2021 was quite exceptional on many accounts. Financially, it was the largest results ever. It was also the integration, the successful integration of Borsa Italiana, which was a remarkably complex deal with synergies already extracted to a very large degree and much in advance of plan. So if you don't give the maximum STI for that sort of exceptional financial year and exceptional integration, when do you? We didn't go over the remuneration policy, we strictly applied it. I hope that's satisfactory.

Thank you. Are there any other questions from any of the shareholders regarding the 2021 remuneration report? If there are no further comments or questions that are being asked, are there any shareholders who wish to vote against the proposal to adopt the 2021 remuneration report? Are there any shareholders who wish to abstain from voting? Shareholders who wish to do so are asked to raise their hand and show the card with the number that you have received at the registration desk. Please mention your name and indicate whether you want to vote against or abstain from voting. If you are a shareholder who wishes to cast votes both in favor and against and wishes to abstain for other votes, you are kindly requested to mention your name, the total number of shares you represent and for how many shares you vote against the voting item, for how many shares you wish to abstain and if any, for how many shares you vote in favor. This procedure will be followed at each voting item.

Good morning. My name is [indiscernible]. I represent BNP Paribas Securities Services, the company's registrars. In each terms items representing [indiscernible] in turn, representing in this meeting in total 88,223,358 shares. I informed the meeting that we have been instructed to vote as follows: 7,731,753 votes against this item, 144,976 votes abstains, and 88,346,629 votes in favor of this item.

Thank you. If there are no further votes against, no further abstentions, I assume that the remainder of the votes are indeed in favor. I conclude that the proposal to adopt the 2021 remuneration report has been adopted. Let's proceed to the next item. Agenda Item 3C, voting item 2, proposal to adopt the 2021 financial statements. The second voting item in this meeting is the proposal to adopt the 2021 financial statements. Are there any shareholders who have questions about the proposal to adopt the 2021 financial statements? I noticed no comments and no questions are asked. Are there any shareholders who wish to vote against the proposal to adopt the 2021 financial statements? Are there any shareholders who wish to abstain from voting? I refer to the voting procedures as explained at the first voting item. So please raise your hand and show us the card with the number if you wish to do so.

[indiscernible] that we have been instructed to vote as follows: 257,112 votes against this item. 149,471 votes as abstentions; and 87,860,775 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 2021 financial statements has been adopted. Let's proceed to the next item. Agenda Item 3D, voting item 3, proposal to adopt a dividend of EUR 1.93 per share -- per ordinary share. The third voting item in this meeting is the proposal to adopt a dividend of EUR 1.93 per share. Are there any shareholders who have questions about the dividend proposal? I noticed no comments and no questions are asked. Are there any shareholders who wish to vote against the proposal to adopt the dividend of EUR 1.93 per ordinary share? Are there any shareholders who wish to abstain from voting?

I inform the meeting that we have been instructed to vote as follows: 61,465 votes against this item, 755 votes as abstention and 88,161,130 votes in favor of this item.

Thank you. There are no further votes against, no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to adopt a dividend of EUR 1.93 per ordinary share has been adopted. Let's proceed to the next item, Agenda Item 3E, voting Item 4, proposal to discharge the members of the Managing Board in respect of their duties performed during the year 2021. The fourth voting item in this meeting is indeed the proposal to discharge the members of the Managing Board in respect of their duties performed during the year 2021. Are there any shareholders who have comments or questions about this item? I noticed no comments and no questions are asked. 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 2021? Are there any shareholders who wish to vote we wish to abstain from voting?

I inform the meeting that we have been instructed to vote as follows: 2,501,585 votes against this item, 139,365 votes as abstentions, and 85,582,408 votes in favor of this item.

Thank you. 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 2021 has been adopted. Let's proceed to the next item. Agenda Item 3F, voting Item 5, proposal to discharge the members of the Supervisory Board in respect of their duties performed during the year 2021. 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 2021. Are there any shareholders who have comments or questions about this item? I noticed no comments 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 2021? Are there any shareholders who wish to abstain from voting?

I inform the meeting that we have been instructed to vote as follows: 2,501,510 votes against this item, 139,548 votes as abstentions and 85,582,300 votes in favor of this item.

Thank you. If there are no further votes and no further abstentions, I assume that the remainder of the votes are in favor. I concluded the proposal to discharge the members of the Supervisory Board in respect of their duties performed during the year 2021 has been adopted. Let's proceed to the next item. Agenda item 4, voting items 6 and 7, composition of the Supervisory Board. Further to the rotation schedule that has been adopted by the Supervisory Board and that has been published on the website of Euronext N.V., 2 members of the Supervisory Board, Mr. Manuel Ferreira da Silva, and Mr. Padraic O'Connor, will retire after the AGM. Given the fact that last year, a considerable number of new members were appointed, including myself, to the Supervisory Board last year. And in the interest of continuity, I'm pleased to announce that both are available for reappointment. For Mr. Ferreira da Silva, this will be his third term. So the proposal in line with the Dutch corporate governance code is to have him reappointed for 2 years. For Mr. O'Connor, this will be his second term. And therefore, it is proposed that he's reappointment for 4 years -- that he's reappointed for 4 years. The Supervisory Board has drawn up by the nomination for these reappointments. I refer to the explanatory notes to the agenda and its annex for information about the candidates. The sixth voting item is the proposal to reappoint Mr. Ferreira da Silva as a member of the Supervisory Board. Are there any shareholders who have comments or questions about this item? I noticed that no comments are made and no questions are asked. I suggest to vote on the agenda item to reappoint Mr. Ferreira da Silva to the Supervisory Board. Are there any shareholders who wish to vote against the reappointment of Mr. Ferreira da Silva? Are there any shareholders who want to abstain from voting?

I informed the meeting that we have been instructed to vote as follows: 3,436,048 votes against this item, 1,074 votes as abstention, and 84,786,236 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 indeed in favor. I conclude that the resolution to reappoint Mr. Ferreira da Silva has been adopted. The seventh voting item is the proposal to reappoint Mr. O'Connor as a member of the Supervisory Board. Are there any shareholders who have comments or questions about this item? I noticed no comments are made and no questions are asked. I suggest to vote on the agenda item to reappoint Mr. O'Connor to the Supervisory Board. Are there any shareholders who wish to vote against the reappointment of Mr. O'Connor? Are there any shareholders who want to abstain from voting?

I inform the meeting that we have been instructing to vote as follows: 2,500,183 votes against this item, 671,159 votes as abstention, and 85,052,016 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. O'Connor has been adopted. I congratulate Mr. Ferreira da Silva and Mr. O'Connor with their reappointments and look forward to continue working with them on the Supervisory Board. Let's proceed to the next item, Agenda Item 5, voting item 8, Composition of the Managing Board. The eighth voting item on the agenda of this meeting is the appointment of Mr. Fabrizio Testa to the Managing Board. The Supervisory Board has drawn up a binding nomination for his appointment for a term of 4 years. I refer to the explanatory notes to the agenda and its annex for the reasons behind this proposal and for information about the candidate. Mr. Testa is present in this meeting. I kindly invite him to stand up and briefly introduce himself to the shareholders, please.

Thank you. Thank you, Mr. Chairman. Good morning, dear shareholders. I'm Fabrizio Testa. I've been appointed as CEO Borsa Italiana on the 28th of November last year. And before, I've been working with my colleagues of the management team and the CEO for about 6 months. On my side, I'd like to confirm that I fully embraced the plans and strategy of the group. The Italian team and I will endeavor to deliver on the objectives and make Euronext as successful as possible. Available for any questions, but thank you for interesting this key role for the company.

Thank you, Mr. Testa. Approvals for Mr. Testa appointment from the Dutch Minister of Finance and from the College of Regulators have already been obtained. Are there any shareholders who have comments or questions about these items? If not, I noticed no comments and no questions are asked. Are there any shareholders who wish to vote against the appointment 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: 1,936,358 votes against this item, 671,159 votes as abstention, and 85,615,841 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. Testa has been adopted. I congratulate Mr. Testa with this appointment. Let's proceed to the next item. Agenda Item 6, voting item 9, proposal to appoint the external auditor. The ninth voting item is to -- is the proposal to appoint Ernst & Young Accountants LLP as Euronext external auditor to audit the financial statements for 2022. Are there any shareholders who have comments or questions about this item? I noticed 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: 9,786 votes against this item, 92,187 votes as abstentions and 88,121,385 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 the proposal to appoint Ernst & Young Accountants LLP as the external auditor to audit the financial statements for 2022 has been adopted. Let's proceed with the next item. Agenda item 7, voting items 10 and 11, proposal to designate the Managing Board as the competent body to issue ordinary shares and to restrict or exclude the preemptive rights of shareholders. Agenda item 7 contains 2 proposals. The first proposal is to designate the Managing Board as the competent body to issue ordinary shares, which is voting item 10. The second proposal to designate the Managing Board as the complement body to restrict or exclude the preemptive rights of shareholders, which is voting item 11. As you are aware, the first proposal concerns the extension of the designation of the Managing Board as per today for a period of 18 months as the competent body to subject to the approval of the Supervisory Board, issue ordinary shares and grant rights to subscribe for ordinary shares up to a total of 10% of the currently issued ordinary share capital. Such in accordance with what is set out in the explanatory notes to the agenda. The second proposal concerns the extension of the designation of the Managing Board as per today for a period of 18 months as the competent body to subject to the approval of the Supervisory Board restrict or exclude the preemptive rights of shareholders. I refer to the explanatory notes to the agenda for further details on these items. Are there any shareholders who have comments or questions about these 2 items? I noticed no comments are made and no questions are asked. You're requested to separately vote on the proposal to designate the Managing Board as the competent body to issue ordinary shares and to restrict or exclude the preemptive rights of shareholders. 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: 2,803,016 votes against this item, 30,445 votes as abstentions and 85,389,897 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 on these items?

I inform the meeting that we have been instructed to vote as follows: 3,241,007 votes against this item, 30,634 votes as abstention, 84,951,717 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 company to restrict or exclude the preemptive rights of shareholders has been adopted. Let's proceed to the next item. Agenda Item 8, voting item 12, proposal to authorize the Managing Board to acquire ordinary shares in the share capital of the company on behalf of the company. The final voting item is the proposal to authorize the Managing Board to acquire ordinary shares in the share capital of the company on behalf of the company. Are there any shareholders who have comments or questions about this item? I noticed 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. Are there any shareholders who wish both to vote against the proposal to authorize the Managing Board to acquire ordinary shares in 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: 78,100 votes against this item, 59,139 votes as abstentions and 88,086,119 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 concluded the proposal to authorize the Managing Board to acquire ordinary shares in the company on behalf of the company has been adopted. Agenda Item 9, any other business. If any of the shareholders present at this meeting wishes to make an announcement, raise any other issues or put any remaining questions to the Managing Board or the Supervisory Board, this would be the time to do so. No further questions or comments, so I conclude that none of the shareholders wishes to make any more announcements or remarks. Agenda item 10, I hereby close this Annual General Meeting and thank everybody for their presence and contribution. I would now like to invite you all to join me for some coffee or tea. Thank you.