Borsa Italiana Market Data Agreement

The proposed combination of Borsa Italiana Group and Euronext will create the first pan-European market infrastructure. This transformative project sets the newly formed group to achieve the goal of continuing to build the backbone of Europe`s capital markets union, while supporting the local economy. The Combined Group will benefit from a more attractive and diverse geographic presence. The deal, which would be available for $27 billion, would expand the information services division of LSEG, a major revenue generator for the group, which includes index provider FTSE Russell. In recent years, information services have become an increasingly important segment for the LSEG, due to declining profit margins in the traditional capital market due to increased competition. The impact on Euronext`s ETF capabilities is also significant, with Milan added to a list of ETF markets, which already include Amsterdam, Brussels, Dublin, Lisbon, Oslo and Paris. The link between LSEG and Refinitiv has yet to be examined by the European Commission, the EU`s antitrust authority, which has expressed concern that the agreement could jeopardise competition for consolidated real-time data flows and office services. As part of the transaction, CDP Equity and Intesa Sanpaolo want to become long-term reference shareholders. As a result, Euronext has been informed that its reference shareholders, CDP Equity and Intesa Sanpaolo, will enter into an extension and amendment agreement on the reference shareholder contract prior to the conclusion of the proposed combination.

Reference shareholders (following the proposed combination, including CDP Equity and Intesa Sanpaolo), acting in concert, still have the right to offer one third of the seats on Euronext`s supervisory board, including a representative of CDP Equity. The amended reference shareholder contract provides for a three-year freeze on certain common shares of euronext reference shareholders, subject to certain exceptions. For more information on amending the reference shareholder contract, please see the shareholder circular available on www.euronext.com. Euronext is the first pan-European market infrastructure that connects local economies with global capital markets to accelerate innovation and sustainable growth. It operates regulated exchanges in Belgium, France, Ireland, the Netherlands, Norway and Portugal. With nearly 1,500 listed issuers with a market capitalization of 3.8 trillion euros at the end of September 2020, the company has an unrivalled blue chip franchise and a strong domestic and international customer base. Euronext operates regulated and transparent equity and derivatives markets and is the world`s largest debt and fund rating centre. The overall product offering includes equities, currencies, Exchange Traded Funds, warrants and certificates, bonds, derivatives, commodities and indices.

Euronext also uses its know-how in market management by providing management technologies and services to third parties. In addition to the main regulated market, the company also operates Euronext GrowthTM and Euronext AccessTM, making it easier for SMEs to access listing.

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