ANNOUNCEMENT
EURONEXT N.V. ("Euronext" or the "Offeror- ) announces the successful outcome of its voluntary share exchange tender offer made to acquire the ordinary registered shares of HELLENIC EXCHANGES - ATHENS STOCK EXCHANGE S.A. ("ATHEX")
19 November 2025
INTRODUCTION
In accordance with article 23 of Greek Law 3461/2006, as amended and in force (the "Law"), Euronext announces the successful outcome of its voluntary share exchange tender offer (the "Tender Offer"), which it submitted on 30 July 2025, to acquire all the ordinary registered shares, each having a nominal value of €0.42 ("ATHEX Share") issued by ATHEX, which Euronext and any "persons acting in concert" (as defined in article 2(e) of the Law) with Euronext, do not hold directly or indirectly, in consideration for new Euro denominated ordinary shares issued by Euronext with a nominal value of €1.60 each ("Consideration Share") on a ratio of 0.050 Consideration Share for one (1) ATHEX Share.
Unless otherwise defined, capitalised terms and expressions used in this announcement shall have the same meaning as defined in the Information Circular published on 6 October 2025 following its approval by the Hellenic Capital Market Commission (HCMC), and in the subsequent announcement for the Approval of the Revision of the Tender Offer, dated 10 November 2025, published on ATHEX and Euronext's website.
MINIMUM NUMBER OF SHARES PREREQUISITE
During the Acceptance Period, which ended on 17 November 2025, 1,962 shareholders lawfully and validly tendered, in aggregate, 42,953,405 ATHEX Shares corresponding to approximately 74.25% of ATHEX's voting rights whose exercise is not subject to suspension.
As a result, the Reduced Minimum Number of Shares prerequisite, that 28,925,001 ATHEX Shares, corresponding to 50% plus one (1) ATHEX Share of the total voting rights of ATHEX whose exercise is not subject to suspension, be lawfully and validly tendered and not withdrawn, has been satisfied.
CONDITIONS
On 13 November 2025, the HCMC provided (a) its approval in relation to the direct change of control of ATHEX, (b) its approval in relation to the indirect change of control of ?????Clear, (c) its approval in relation to the indirect change of control of ATHEXCSD, and (d) its approval in relation to the acquisition by the Euronext Reference Shareholders of an indirect holding between 20% and 50% in ATHEX, in ATHEXCSD and in ATHEXClear.
On 13 November 2025, the RAEWW and the HCMC provided their approval in relation to the change of control of ATHEX due to its participation in HenEx and EnExClear.
As a result, the Conditions have been satisfied.
FURTHER PROCESS AND TIMETABLE
On 24 November 2025, the Offeror will commence the process for transferring the ATHEX Shares lawfully and validly tendered in the Tender Offer.
The Offeror will issue the Consideration Shares on 21 November 2025, and deliver the Consideration Shares, which are expected to be admitted to listing and trading on Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris on 24 November 2025. Upon completion of such process, the former holders of ATHEX Shares who have lawfully and validly offered them in the Tender Offer are expected to receive the Consideration Shares to which they are entitled, on 24 November 2025, while the listing and trading of the Consideration Shares on Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris shall start on 24 November 2025.
Euronext will inform the investors, if necessary, of any change to the above dates through an announcement to be published on its website and on the website of the Athens Exchange Group.
Deutsche Bank AG acted as Advisor to Euronext for the Tender Offer. Lambadarios Law Firm acted as legal advisor to Euronext for the transaction.
