Euronext N.V. ($ENX)
Earnings Call Transcript · May 20, 2026
Highlights from the call
In the first quarter of 2026, Euronext N.V. reported strong financial performance, with underlying revenue increasing by 12.1% year-over-year to EUR 1.8 billion and adjusted net income rising by 7.9% to EUR 736.5 million. The company maintained its dividend policy, proposing a dividend of EUR 3.18 per share, reflecting a 10% increase from the previous year. Management highlighted the successful execution of its 'Innovate for Growth 2027' strategic plan, which is expected to drive future revenue growth and operational efficiency.
Main topics
- Strong Revenue Growth: Euronext reported underlying revenue growth of 12.1% to EUR 1.8 billion in 2025, driven by strong performance across all business segments. CEO Stéphane Boujnah noted, "Overall, we saw double-digit growth in almost every area even before the delivery of the key milestones of our Innovate to Grow 2027 strategic plan."
- Increased Dividend Proposal: The proposed dividend of EUR 3.18 per share represents a 10% increase from the previous year's EUR 2.9 per share. This aligns with the company's policy to distribute 50% of profits, as stated by management.
- Strategic Plan Execution: Management highlighted key milestones achieved in the 'Innovate for Growth 2027' strategic plan, including the launch of a fully integrated ETF market and the successful transition of Power Futures. Boujnah emphasized, "We are delivering strong industrial projects that are profoundly transforming the revenue generation going forward."
- Acquisition Strategy: Euronext continues to execute a disciplined M&A strategy, with recent acquisitions including admin control and Euronext Athens. This is expected to enhance Euronext's SaaS offering and expand its presence in the Nordics, as noted by Boujnah.
- Market Confidence: Management expressed confidence in the company's growth trajectory, citing the upgrade of the Greek capital market to developed market status by MSCI. This development is expected to create new opportunities for Euronext.
Key metrics mentioned
- Revenue: EUR 1.8 billion (up 12.1% YoY)
- Adjusted Net Income: EUR 736.5 million (up 7.9% YoY)
- Adjusted EPS: EUR 7.27 (up 10.3% YoY)
- Adjusted EBITDA Margin: 62.7% (up 0.8 percentage points YoY)
- Proposed Dividend: EUR 3.18 (up from EUR 2.9 per share)
- Payout Ratio: 50% (of reported net income)
Euronext's strong financial performance and strategic initiatives position the company well for future growth. The increased dividend and ongoing M&A strategy are positive signals for investors. However, analysts are cautious about governance practices and market conditions, which could impact future performance.
Earnings Call Speaker Segments
Piero Novelli
ExecutivesGood 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 Supervisory Board. I welcome you on behalf of the Supervisory Board and the Managing Board of Euronext N.V. to our 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. Hereinafter, I will refer to Euronext N.V. either as Euronext or the company interchangeably. I would like to inform you that most of the members of the Supervisory Board the CEO, Mr. Stéphane Boujnah; the CFO; Mr. George Modica, the General Counsel and Corporate Secretary, Ms. Silvia Andresen 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 Scalia 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, our notary, and Mr. Waldo Bakker, the lead partner of KPMG, our 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 by the Managing Board and the Supervisory Board, my 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 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 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 22. I will now announce the relevant numbers for today's meetings. Issued share capital as per the registration date, 103,689,933 shares, shares we bought in 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.
Stéphane Boujnah
ExecutivesThank you, Mr. Chairman, and 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 3. In 2025, Euronext delivered another year of double-digit growth. Our underlying revenue and income grew by plus 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. And this increase reflects our consistent growth investment and innovation in human capital to build the company fit for the future and the impact of the acquisitions of admin control and Euronext Athens that have changed the perimeter of the company. For adjusted EBITDA at [indiscernible] compared to last year, reaching EUR 1.1 billion -- as a result, our adjusted EBITDA margin increased by plus 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 plus 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 share 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 4, 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. And this growth has continued in 2026. Capital Markets and Data Solutions underlying revenues increased by 12.1% supported by the -- our volume-related revenue also grew at an equally paced 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 to Grow 2027 strategic plan. Turning to Slide 6, I will walk you through all the delivery of our strategic plan. At the last year annual general meeting -- 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 of revenue engines of the company for the years to come to contribute to the expansion of the company, and the volatility will not be necessarily in the future as high as it is today. So in September 2025, we successfully launched the first fully integrated ETF market in Europe. And 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. So this project has a performed dimension also to the extent that it's reinternal within the Nordic market, both the derivative business beyond the spot business that we operated before. So a broad base of market participants were active from day 1, demonstrating the strong client confidence. And our offering now strengthens massively European energy market infrastructure support. It supports greater market integration across the continent, and it helps ensure that energy price discovery and risk management remain anchor in Europe, in particular, in the current environment, where anything related to hedging of risk of energy-related topic is a fundamental contributor to the European strategic economy. Early trading activity confirms the relevance of the Euronext nonpool integrated trading and clearing model, reinforcing the position of Euronext and now 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 '26, Euronext Securities will become BCD 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 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, 4 months prior to the launch, which is scheduled in September '26, leading custodians have confirmed that they are supporting the model and are actively preparing to connect their clients to human securities. You may have seen that BNP Paribas, Citi, Credera, for example, have clearly made public that they are committed to deploy all the efforts necessary to be ready in September '26. So September '26 will mark the start of a scalable and efficient European postpaid 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 '26, 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 surrender. 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. So 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 disciplined M&A strategy with the acquisition of admin control and Exchange Group. The Euronext European market infrastructure slight progress on our integration processes. The acquisition of Control successfully scales up Euronext's SaaS offering and expands Euronext's presence in the Nordics, an area of the world where we have been very successful since the initial acquisition of Oslo Bors in 2019. Since the beginning of the year, we successfully expanded and controls offering in France and boarding first French clients and demonstrating the scalability of the platform beyond the core Nordics markets and demonstrating the Pan-European Group, enabling Pan-European expansion of all the business that joined 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. And 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 time line with the migration of optic planned in June 2027, and we are working hard with the various market participants to deliver that the migration, which will connect great equity markets, 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 stocks announced the decision to upgrade the Greek capital market to the developed market stature. This milestone reflects a strong vote of confidence in the growth trajectory of the Greek Capital Markets. And as we progress with the integration of Euronext Athens, this development creates new opportunities to deepen market participation, support grid 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 tax 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 in -- within our portfolio. Moving to Slide 9. The 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 '23, '24, '25 and '26. And if you add the dividend paid today over 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. So I don't think there are many companies that combine both or combined a multiplication of the market cap by close to 10 -- the return to shareholders of EUR 3 billion and an EBITDA margin of 60 -- close to 65%. That's the company we are running with your support. On Slide 10, I will focus on -- allocation has become an increasing important pillar of any listed company strategy. Euronext healthy financial position and swift deleveraging allow us to maintain a strategic approach to capital allocation. At our Investor Day in November '24, 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 '26, 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 '25, 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 425 million convertible bonds with an annual coupon of 1.5% and a maturity of 7 years. We successfully issued EUR 600 million of new bonds rated A- and with the maturity of 3 years. In parallel, we performed a tender offer on our existing EUR 600 million bonds maturing in May '26. And as a result of this transaction, only EUR 385.5 million of our existing 2026 bonds remain outstanding and were redeemed on the 18th of May 2026. In '26, 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 '26 to deliver some form of single supervision to deliver incentives to bring more retail investment to lead markets to deliver clarification on market architecture and structures. And we are confident that we will get there. So 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. And on this note, I'll give the floor back to our Chairman.
Piero Novelli
ExecutivesThank you, Stephane, for your presentation. The annual report 2025 comes in the form of a universal registration document in reliance of the grandfathering rules set out in Article 9, sub-3 of EU Regulation 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 observe confidentiality for the purpose of the AGM, discuss the audit process and procedures in relation to the audit of the financial statements, and he is happy to take any questions from the shareholders after his presentation. I kindly invite Mr. Baker to give our shareholders his views, please.
Unknown Attendee
AttendeesThank you, Mr. Chairman. Dear shareholders, my name is Waldbaker. On behalf of KPMG, I have signed the independent auditor's report as included in the 225 URD. I am pleased to address you as Euronext shareholders on our 225 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. And met reality 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 we're in scope of our group audit. With the exception of ATAX, where the component wallet 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. And we instructed the local auditors to perform audit procedures on our behalf. We assess the results of the local audits by looking into their files, by performing site visits and discuss 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, and we performed substantive testing using sampling. Our procedures did not reveal any indications of our audit of the financial statements. In addition to significant risks, we also identified so-called key audit matters in our audit opinion. And that are matters that have been most complex in the audit of the financial statements. We have included 3 key audit matters in our statement, and 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, and we also involved valuation specialists to assist us in the -- our conclusion was that we found management assessment overall reasonable. Then the second item, the second key audit matter, measurement of financial assets at fair value through OCI. Euronext has the ownership in Euroclear, and 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 involve the KPMG specialists to assist us in the procedures performed. And based on our audit work, we found measurement of Euroclear to be reasonable. Then, 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.
Piero Novelli
ExecutivesAre there any shareholders who have questions? Yes, please.
Unknown Analyst
AnalystsAnd of course, the microphone should work. Perhaps -- thank you for the opportunity to ask questions. My name is [indiscernible] Kester, 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. But 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, the reconciliation, whether we should discuss that now or whether we should discuss that at another point, another item in the agenda. So I leave that entirely to you.
Piero Novelli
ExecutivesI think you can answer now.
Unknown Analyst
AnalystsYes. Because the prequel to my question is, of course, a question rather directed to the Management Board on the in-control statement. And then I have a subsequent question to the auditor. Let me just state the full question I have and then 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 it is now required under the Dutch Corporate Governance Code. And 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. But 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. And 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. And we find no substantiation whatsoever in the URD. And so the question that I have is can you inform us, and that's a question directed to the Management Board, why the substantiation is entirely lacking? And to a bit more detail, my question is, if you then look at point one, item 1, 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, and where such savings are then listed? What measures have been taken to address them? So that would be my 2 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. And my question then, and this is the question to you, Mr. Baker, 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. But where the statement on risk management is concerned, you were 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 where they fund have been listed.
Piero Novelli
ExecutivesSo I'll start answering and then please Well, thank you, first of all, for your remarks. Importantly, we have barely benchmarked our statements in this respect. And 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 directly with our auditors that were fully satisfied, and there were no failings that we felt we had to report. So that's my entry statement, but please, Mr. Baker address the rest, and if necessary, also Mr. Boujnah, but please go ahead.
Unknown Attendee
AttendeesSure. So the -- in Dutch the war, 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, and 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. So for the 4, we have looked into how it has been described. And we also attended audit committee meetings, where this information was discussed, including the substantiation that you are referring to. And based on the work that we have done, and based on, let's say, the information that was shared, we think we came to the conclusion that, yes, it was appropriately reflected in the management Board report. And 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 that.
Stéphane Boujnah
ExecutivesI don't have anything to add to the very comprehensive answers provided by the Chairman of the Supervisory Board and auditors.
Unknown Shareholder
ShareholdersQuestion was question two. I know this is the last quarter statement is yours. And I will just rented by the way, thank you for your in. But I would just reiterate what you have done in the U.S. is just a format is the items that you find the Dutch government to you said, okay, this [indiscernible].
Stéphane Boujnah
ExecutivesGeneral comment, and thank you very much for being, if I can step back and answer on the substance. We are operating regulated exchanges, and 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. But 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 and the culture, a culture of risk management, which is very deep and an approach of mitigating risk, which is very profound. And 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. So 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 making up, there has been a misunderstanding or -- and it might be one because we believe that we have provided the right substantiation. But 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, but 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.
Unknown Attendee
AttendeesYes. 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? So 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.
Unknown Shareholder
ShareholdersWell, once again, thank you very much for the replies that you have just given and my appreciation also for that. Perhaps 1 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. And, 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 text that we find, and we now feel as a sort of conduced to having to comply with. Thank you very much.
Piero Novelli
ExecutivesVery good. Thank you. Are there any shareholders who have questions, other questions about the audit report in our external auditor? If no, I don't see any other questions. I would like to kindly thank Mr. Baker for his presentation and contributions and move on to the next item on our agenda. In accordance with Article 2135b 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 there are 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.
Unknown Shareholder
ShareholdersPerhaps to your astonishing surprise, I'm the 1 speaking up again, but 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? Or would you like me to ask that question later?
Piero Novelli
ExecutivesSo it's actually the Nomination and Governance Committee that is doing the work on this succession process. So I don't think it is now the time to discuss this. But if you -- if that is your question, yes, we during the appointments to the managing Board or maybe we can go -- when it's the right item, we can go through that, and if you're still interested, we can discuss that. Thank you. So 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 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, so I will not repeat it.
Unknown Attendee
AttendeesGood morning. My name is Musinzakrawi. I represent OPTEVA the company's registered in its Chair representing order, in its general representing in this meeting in total 87,968,144 shares. I inform the meeting that we have been asserted to vote as per laws. 4,809,781 votes against this item, 419,161 votes as abstentions and 82,668,202 votes in favor of this agent.
Piero Novelli
ExecutivesThank 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 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 financial statements? Are there any shareholders who wish to abstain from voting? I refer to the voting procedure as explained at the first voting item. So please raise your hand and show us the card with the number if you wish to do so.
Unknown Attendee
AttendeesI inform the meeting that we have been selected to vote as per laws. 89,535 votes against this item; 122,968 votes as abstentions and 87,755,641 votes in favor of this item.
Piero Novelli
ExecutivesThank 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 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 know there are no comment 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?
Unknown Attendee
AttendeesI am from the meeting that we have been -- I am from the meeting that we have been expected to vote as per laws: 14,474 votes as abstentions and 87,953,561 in favor of this item.
Piero Novelli
ExecutivesThank you. If there are no further votes against, then no further abstention 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 these items? 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?
Unknown Attendee
AttendeesI affirm the meeting that we have been selected to vote as per laws. 12,851,906 votes against this item; 344,379 votes as abstentions and 84,771,859 votes in favor of this item.
Piero Novelli
ExecutivesThank 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 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 know that no comments are made and no questions are asked. Are there any shareholders who wish to vote against the advisory Board in respect of their duties performed during the year 2025? Are there any shareholders who wish to abstain from voting?
Unknown Attendee
AttendeesI affirm the meeting that we have been selected to vote as per laws. 2,969,677 votes against this item; 344,388 votes as abstention and 84,654,079 votes in favor of this item.
Piero Novelli
ExecutivesThank you. If there are no further votes against 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 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 2 members of the Supervisory Board, Mr. Patrick O'Connor and Mr. Dix Lamers, 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. Somers is available for reappointment for a fourth and final term of 2 years. The Supervisory Board has drawn up a binding nomination for the reappointment of Mr. Somers. He believes that the CEO transition in 2027 that will be prepared for in 2026, justifies his renewal -- the renewal of this mandate for this final term of 2 years. The Supervisory Board has also drawn up a binding nomination for the appointment of Mr. George Handjinicolaou, for a term of 4 years. Mr. Handjinicolaou is the former Chairman of Athex Group, which is now Euronext Athens. I refer to the explanatory notes to the agenda in 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.
Unknown Executive
ExecutivesLadies and gentlemen, my name is George Handjinicolaou. And 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. And I hope that through my contribution to the Board to help guide Euronext in the future years and the maximize shareholder value in doing so. Thank you.
Piero Novelli
ExecutivesThank 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 2 years. Are there any shareholders who have comments or questions about this item? Yes, please.
Unknown Shareholder
ShareholdersLet 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. So 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. And 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? So it's -- as I said, it's just a question to have a little bit more explanation, but certainly not a crisp comment or anything.
Piero Novelli
ExecutivesI should probably take that as Chairman of the Nomination and Governance Committee would be -- Dick and I work very closely on it. Clearly, 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, and 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 is actually forged a very talented team behind him. So whoever is the fortunate next CEO of this company will be able to rely on a very talented team as Executive Managing Board. So 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. And the process has started, and again, is a very rigorous discipline process, and we're very confident that we are in a very good position.
Unknown Shareholder
ShareholdersIf you say at the latest early next year, I'll take that as a promise. .
Piero Novelli
ExecutivesAbsolutely, absolutely. Thank you. Yes. The sixth item is [indiscernible] 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?
Unknown Attendee
AttendeesI affirm the meeting that we have been selected to vote as per laws. 12,767,046 votes against this item, 126,084 votes as abstentions and 85,075,014 votes in favor of this item.
Piero Novelli
ExecutivesThank you. If there are no further votes against no further abstentions. I assume that the remainder of the votes are in favor, I concluded the resolution to reappoint Mr. Sluimers for a term of 2 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 4 years subject to regulatory approval. Are there any shareholders who have comments or questions about this item? I know 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?
Unknown Attendee
AttendeesI affirm the meeting that we have been selected to vote as per law. 1,254,231 votes against this item; 73,993 votes as abstentions; and 86,639,920 votes in favor of this item.
Piero Novelli
ExecutivesThank 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. Handjinicolaou for a term of 4 years has been adopted. I congratulate Mr. Sluimers and his reappointment -- on his reappointment and Mr. 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 1 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 4 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.
Unknown Executive
ExecutivesThank 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. I have worked on the sell side, buy side and as of latest in the market infrastructure in Athens. Very much looking forward, if elected to work with the rest of the members of the Managing Board and the whole organization. Thank you.
Piero Novelli
ExecutivesThank 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 know 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?
Unknown Attendee
AttendeesI affirm the meeting that we have been selected to vote as per law. 9,126,069 votes against this item; 1,664 votes as abstentions; and 78,840,411 votes in favor of this item.
Piero Novelli
ExecutivesThank 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 resolution to reappoint Mr. Testa for a term of 4 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?
Unknown Attendee
AttendeesI affirm the meeting that we have been selected to vote as per law. 715,919 votes against this item; 2,558 votes as abstentions; and 87,240,596 votes in favor of this item.
Piero Novelli
ExecutivesThank 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 4 years has been adopted. I congratulate Mr. Testa, Mr. Kontopoulos with their appointments. We will proceed to the next item. The tenth voting item is the proposal to appoint KPMG Accountants NV 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 account NMV 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 know 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?
Unknown Attendee
AttendeesI affirm the meeting that we have been selected to vote as per law. 1,469 votes against this item; 1,106 votes as abstentions; and 87,965,569 votes in favor of this item.
Piero Novelli
ExecutivesThank 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 KPMG Accountant CMV 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 we had completed the share repurchase program that we had announced on the 6th of November 2025. The purpose of the program was to reduce the share capital of Euronext, and therefore, it is proposed to the general meeting to cancel 1,967,993 ordinary shares, own ordinary shares, which were purchased under the aforementioned share repurchase program. Are there any shareholders who have comments or questions about these items? I know 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 same -- the share repurchase program? Are there any shareholders who wish to abstain from voting?
Unknown Attendee
AttendeesI affirm the meeting that we have been selected to vote as per laws. 686,481 votes against this item; 504 votes as abstentions; and 87,281,159 votes in favor of this item.
Piero Novelli
ExecutivesThank 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 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 8 contains 2 proposals. The first proposal is to designate the Managing Board as the company body to issue ordinary shares, which is voting item #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 to 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 2 items? I know 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?
Unknown Attendee
AttendeesI affirm to the meeting that we have been selected to vote as per law. 36,274 votes against this item; 704 votes as abstentions; and 87,931,166 votes in favor of this item.
Piero Novelli
ExecutivesThank 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?
Unknown Attendee
AttendeesI affirm the meeting that we have been selected to vote as per law. 2,022,336 votes against this item; 670 votes as abstentions; and 85,945,138 votes in favor of this item.
Piero Novelli
ExecutivesThank 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 shares, 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?
Unknown Attendee
AttendeesI affirm the meeting that we have been selected to vote as per law. 470,508 votes against this item; 14,728 votes as abstentions; and 87,482,908 votes in favor of this item.
Piero Novelli
ExecutivesThank 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 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 businesses, 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?
Unknown Shareholder
ShareholdersThank you very much. It's more of a general statement and 1 question on what you might call a strategic perspective. But 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. But beyond that, we are very appreciative, and 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. And 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 have launched funding days promoting the financing of the defense sector and you support employee serving as reservist. So we fully welcome that. Now, of course, you, Mr. Chairman, you may very well be a great UBS fan. We take that to be the case. We also take that you must, therefore, be a fan of 6 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. But are you very much in favor of further consolidation? You have already expressed this where regulation and supervision is concerned. So that would be a more generic strategical question.
Stéphane Boujnah
ExecutivesI 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. So we will welcome any dialogue with any exchange that is willing to engage in any consolidation discussion. And that's the only way of answering your question because M&A is a consenting game. So you need a willing buyer, but you need also a willing seller. So whether Euronext is a willing buyer of certain assets where there is no willing seller is relevant -- is irrelevant. It's a dead end. So what I can confirm is that, as we have done in the past, in 2018, when we welcome the Irish Stock Exchange in 2019 and we welcome Oslo in 2020, when we welcome CSD platform in Copenhagen VP Securities in '21, we welcome in '25, we welcome Athex. We will be open to further consolidations, but you need to have a dynamic understanding. . One thing is clear, the platform we have built when it comes to operations with the single liquidity pool, a 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 CEO from Portugal, who has replaced a French CEO and CFO from Italy was replaced a French CFO, a General Counsel from the Netherlands was replaced by 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, but 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.
Piero Novelli
ExecutivesAnd just a couple of comments from my perspective on behalf of the Supervisory Board and myself, I left UBS 5 years ago. I'm very fond of the company and have a lot of relationships in Switzerland, but 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. And so 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 the strength of this company. However, as pointed out by Mr. Bucha 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. And so 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 over the last 2 years are the hard work on all of these fronts by the company. So with or without M&A, we look forward to -- we look forward generally 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, and therefore, I hereby close this Annual General Meeting, and thank you all for your patience and for your presence. Thank you.
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