DISCLAIMER – IMPORTANT INFORMATION
THE ELECTRONIC VERSION OF THE INFORMATION CIRCULAR, THE CONTENT OF WHICH WAS APPROVED BY THE HELLENIC CAPITAL MARKET COMMISSION PURSUANT TO ITS BOARD OF DIRECTORS’ DECISION DATED 3 OCTOBER 2025, REGARDING THE VOLUNTARY TENDER OFFER OF EURONEXT N.V. (THE “OFFEROR” OR “EURONEXT”) TO THE SHAREHOLDERS OF “HELLENIC EXCHANGES – ATHENS STOCK EXCHANGE S.A. HOLDINGS” (“ATHEX”) FOR THE ACQUISITION OF ALL OF THE ORDINARY SHARES OF ATHEX IN EXCHANGE FOR 0.050 NEW ORDINARY SHARES OF EURONEXT N.V. FOR EACH ORDINARY SHARE OF HELLENIC EXCHANGES – ATHENS STOCK EXCHANGE S.A. HOLDINGS (THE “INFORMATION CIRCULAR”), AND WHICH YOU ARE ATTEMPTING TO ACCESS, IS MADE AVAILABLE ON THIS WEBSITE BY EUROBANK S.A., IN ITS CAPACITY AS TENDER AGENT OF THE PUBLIC OFFER, IN GOOD FAITH AND FOR INFORMATIONAL PURPOSES ONLY.
(THE "INFORMATION CIRCULAR") AND TO WHICH YOU ARE ATTEMPTING TO GAIN ACCESS IS MADE AVAILABLE ON THIS WEBSITE BY EUROBANK S.A., IN ITS CAPACITY AS TENDER AGENT, IN GOOD FAITH AND FOR INFORMATIONAL PURPOSES ONLY.
THE INFORMATION CIRCULAR IS NOT ADDRESSED TO, NOR IS IT INTENDED TO BE ACCESSIBLE BY, PERSONS IN JURISDICTIONS WHERE, UNDER THE LAWS THEREOF, THE SUBMISSION, IMPLEMENTATION OR PUBLICATION OF THE PUBLIC OFFER, OR THE MAILING OR DISTRIBUTION OF ANY DOCUMENT RELATING THERETO, WOULD BE UNLAWFUL, VOID, OR CONSTITUTE A VIOLATION OF ANY APPLICABLE LAW, RULE OR REGULATION (THE “EXCLUDED JURISDICTIONS”).
BY CHOOSING TO DOWNLOAD/STORE THE FILE, IT IS DEEMED THAT YOU HAVE READ, UNDERSTOOD AND FULLY ACCEPTED ALL TERMS AND CONDITIONS SET FORTH HEREIN. IN THE EVENT OF DISAGREEMENT, PLEASE DO NOT PROCEED WITH THE DOWNLOAD/STORAGE OF THE FILE.
IMPORTANT INFORMATION
You must read this disclaimer – important information each time you visit the website. If you access the Information Circular, you acknowledge that you are bound by the following terms and conditions.
THE PUBLIC OFFER IS CONDUCTED WITHIN THE TERRITORY OF THE HELLENIC REPUBLIC, IS ADDRESSED TO ALL SHAREHOLDERS AND IS GOVERNED BY GREEK LAW. THE PUBLIC OFFER MAY ALSO BE CONDUCTED OUTSIDE THE TERRITORY OF THE HELLENIC REPUBLIC, SAVE FOR WITHIN THE EXCLUDED JURISDICTIONS.
FOREIGN SHAREHOLDERS
A. The Public Offer may be addressed to certain persons who are residents, nationals or citizens of jurisdictions other than the Hellenic Republic (“Foreign Shareholders”), or to custodians, nominees or trustees of Foreign Shareholders, in accordance with the laws of the relevant jurisdiction, including, indicatively but not limited to, those set out under section B below, excluding the Excluded Jurisdictions.
No document relating to the Public Offer may be distributed in any jurisdiction outside the Hellenic Republic and no person receiving a copy of any such document in any such jurisdiction may treat it as an invitation or offer to such person. In no event may any such person make any use of any document relating to the Public Offer if such invitation or offer cannot lawfully be made in such jurisdiction, or if any such document cannot lawfully be used without violation of applicable legal requirements. In such cases, any document relating to the Public Offer is sent for informational purposes only.
It is the responsibility of Foreign Shareholders who wish to accept the Public Offer to inform themselves of and ensure compliance with the laws of their respective jurisdictions in relation to the Public Offer. If you are a Foreign Shareholder and have doubts regarding your status, you should consult your professional adviser in the relevant foreign jurisdiction.
The Public Offer is not being made, directly or indirectly, by mail or by any other means into or from the Excluded Jurisdictions. Consequently, copies of any document relating to the Public Offer will not and must not be mailed, forwarded, distributed, or otherwise sent, directly or indirectly, to or from any Excluded Jurisdiction.
B. The display of information contained in the Information Circular may be subject to restrictions and such information must not be released, published, or distributed, in whole or in part, directly or indirectly, in certain jurisdictions. In other jurisdictions, only certain categories of persons may be permitted to view this Information Circular.
United States of America (“U.S.A”)
The Information Circular is not for distribution in the U.S.A., and does not constitute an offer to sell or to acquire or the solicitation of an offer to buy any securities in the U.S.A. The Consideration Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdiction of the U.S.A. No securities may be offered, sold or delivered, directly or indirectly, in or into the U.S.A., except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state and other securities laws of the U.S.A. The Tender Offer is directed only at (i) holders of ATHEX Shares located outside the United States, and (ii) holders of ATHEX Shares located within the United States that are “Qualified Institutional Buyers” (as defined in Rule 144A under the U.S. Securities Act of 1933), under the terms and conditions set forth herein. Such holders will be required to make such acknowledgements and representations to provide such additional information as Euronext in its sole discretion deems relevant to, and enter into agreement with, Euronext as Euronext may request to establish that they are entitled to receive the Consideration Shares pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. Accordingly, any holder of ATHEX Shares located within the United States who is not a Qualified Institutional Buyer or who does not make such acknowledgement and representation to establish their entitlement to receive the Consideration Shares is ineligible to participate in the Tender Offer, and any purported acceptance of the Tender Offer by such holder will be ineffective and disregarded.
The Tender Offer is being made in the U.S. in reliance on the expected availability of the Tier II exemption pursuant to Rule 14d-1(d) of, and otherwise in compliance with Section 14E of, and Regulation 14E promulgated under, the U.S. Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and otherwise in accordance with the requirements of Greek law. The Tender Offer is not subject to Section 14(d)(1) of, or Regulation 14D promulgated under, the Exchange Act. ATHEX is not currently subject to the periodic reporting requirements under the Exchange Act and is not required to, and does not, file any reports with the SEC thereunder.
Pursuant to exemptive relief granted by the SEC from Rule 14e-5 under the Exchange Act, during the period of the Tender Offer, Euronext may purchase, or arrange to purchase, whether directly or through any of its affiliates, any broker or other financial institution acting as its agent or any affiliates of any broker or other financial institution acting as its agent, Shares of ATHEX as permitted by applicable law.
China
Offeror Shares may not be marketed, offered or sold directly or indirectly to the public in the People’s Republic of China (the “PRC”) and neither this document, which has not been submitted to the Chinese Securities and Regulatory Commission, nor any offering material or information contained herein relating to the issuance of the Offeror Shares, may be supplied to the public in the PRC or used in connection with any offer for the subscription or sale of shares to the public in the PRC. Offeror Shares may only be marketed, offered or sold to Chinese institution which are authorized to engage in foreign exchange, business and offshore investment from outside the PRC. Chinese investors may be subject to foreign exchange control approval and filing requirements under the relevant Chinese foreign exchange regulations, as well as offshore investment approval requirements.
United Kingdom
No Offeror Shares have been offered or will be offered pursuant to the Tender Offer to the public in the United Kingdom, except that the Offeror Shares may be offered to the public in the United Kingdom at any time: (a) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation); (c) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000, provided that no such offer of the Offeror Shares shall require the Offeror or any Advisor to publish a prospectus pursuant to Section 85 of the Financial Services and Markets Act 2000 or supplement to a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to the Offeror Shares in the United Kingdom means the communication in any form and by any means presenting sufficient information on the terms of the offer and any Offeror Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Offeror Shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
Singapore
The Offeror Shares are issued to the ATHEX’s existing shareholders in Singapore without the intention of being on-sold there, and no documents issued by or on behalf of the Offeror may be used in any subsequent sale by these shareholders. The Information Circular has not been and will not be lodged with or registered as a prospectus under the Securities and Futures Act 2001 of Singapore with the Monetary Authority of Singapore. Therefore, the Information Circular does not constitute an offer or invitation for the sale or purchase of the Offeror Shares in Singapore, whether directly or indirectly, and shall not form the basis of any contract for the issue or sale of the Consideration Shares in Singapore.
United Arab Emirates (“UAE”)
The Information Circular is only made available to a limited number of "Professional Investors" within the meaning of the SCA’s Board of Directors Decision No. 13 of 2021 Concerning the Financial Activities Rule Book, as amended. By receiving the Information Circular, the entity to whom it has been issued understands, acknowledges and agrees that it has not been approved by or filed with the UAE Central Bank, the UAE Securities and Commodities Authority, the Dubai Financial Services Authority ("DFSA"), the Financial Services Regulatory Authority of Abu Dhabi ("FSRA") or any other relevant regulatory or licensing authorities in the UAE, nor has the Offeror, or any other related party received authorization or licensing from the abovementioned authorities. The Information Circular does not constitute a public offer of the Offeror Shares in the UAE in accordance with the UAE SCA’s Chairman of the Board Resolution No. (11/R.M) of 2016 concerning the Regulations on Issuing and Offering Shares of Public Joint Stock Companies, Federal Decree-No. 32 of 2021 on Commercial Companies, or otherwise.
Australia
The Information Circular does not constitute a disclosure document for the purposes of the Australian Corporations Act 2001 (Cth) (Corporations Act) and has not been submitted to the Australian Securities and Investments Commission. If you have received the Information Circular in Australia, you represent and warrant that you are an existing shareholder of ATHEX and that you are a sophisticated investor, professional investor, or another investor to whom disclosure is not required under Part 6D.2 of the Corporations Act.
Switzerland
The Offeror Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and no application has or will be made to admit the Offeror Shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. The Information Circular and any related offering or marketing materials regarding the Offeror Shares do not constitute a prospectus under the FinSA and must not be distributed or made available to the public in Switzerland.
Kuwait
The Information Circular is not intended for general circulation to the public in Kuwait. The Offeror Shares have not been licensed for offering in Kuwait by the Kuwait Capital Markets Authority or any other relevant Kuwaiti government agency. The offering of the Offeror Shares in Kuwait by way of a private placement or public offering is, therefore, restricted in accordance with Law No. 7 of 2010 and the bylaws thereto (as amended). No private or public offering of the Offeror Shares is being made in Kuwait, and no agreement relating to the sale of the Offeror Shares will be concluded in Kuwait. No marketing, or solicitation, or inducement activities are being conducted to offer or market the Offeror Shares in Kuwait.
Canada
The Offeror Shares may be sold only to purchasers who purchase, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Offeror Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Japan
The Offeror Shares have not been and will not be registered in Japan pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the "FIEA") based on the exemption from the registration requirements since the offering constitutes a private placement to qualified institutional investors only as provided for in "i" of Article 2, Paragraph 3, Item 2 of the FIEA. A transferor of the Offeror Shares shall not transfer or resell them except where a transferee is a qualified institutional investor under Article 10 of the Cabinet Office Ordinance concerning Definitions provided in Article 2 of the Financial Instruments and Exchange Act of Japan (the Ministry of Finance Ordinance No. 14 of 1993, as amended).
Cayman Islands
The Information Circular does not constitute an invitation to the public in the Cayman Islands. Any invitation to participate in the Tender Offer is not being conducted in or from the Cayman Islands or from any place of business carried on in the Cayman Islands.
ACCESS TO THE INFORMATION CIRCULAR
The availability of the Information Circular and any other document relating to the Public Offer in electronic form does not constitute an offer to sell or an invitation to purchase or a recommendation by the Bank or any other party to sell or purchase any securities to which the Public Offer relates.
Unless otherwise determined and permitted by applicable law, copies of the Information Circular will not be distributed, mailed or otherwise forwarded into the Excluded Jurisdictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.
If you are not permitted to view this Information Circular, or if you are in any doubt as to whether you are permitted to view it, please exit this webpage.
Persons accessing the Information Circular (including custodians, nominees and trustees) may not copy, mail, forward, distribute or send this or any other document relating to the Public Offer to any other person at any time.
By proceeding, you agree to comply with the above terms and further represent, warrant and agree that:
- You are not located in an Excluded Jurisdiction, or if you are located in a jurisdiction subject to restrictions, you fall within a category of persons permitted to view this Information Circular.
- You will not print, download or otherwise attempt to copy, mail, forward, distribute or send this Information Circular to any other person at any time.
- You intend to access this Information Circular solely for informational purposes.