European capital market infrastructure Euronext today announced that all required regulatory approvals have been received for the commencement of the voluntary share exchange tender offer to acquire all common registered shares of HELLENIC EXCHANGES-ATHEX STOCK EXCHANGE S.A. (ATHEX) in consideration for ordinary shares newly issued by Euronext at an exchange ratio of one (1) Consideration Share for twenty (20) ATHEX shares in accordance with Greek Law 3461/2006.

The Board of Directors of ATHEX stated to ATHEX shareholders its unanimous support for the Tender Offer, and entered into a cooperation agreement with Euronext on 30 July 2025. All Directors of the Board owning shares, including the CEO of ATHEX, have signed undertakings to tender their shares, subject to the issuance of a reasoned opinion by the Board in favour of the Tender Offer as mandated by Greek law.

Commencing on 6 October 2025, at 08:00 (EEST) and ending on 17 November 2025, at 14:00 (EEST), holders of ATHEX Shares may accept the Tender Offer by submitting a relevant written declaration of acceptance to the participant or their intermediary that is a certified member of the Greek Dematerialised Securities System with which their ATHEX Shares are registered.

The closing of the Tender Offer is subject to the prerequisite that, as at the end of the Acceptance Period, at least a minimum number of shares must have been lawfully and validly tendered to Euronext, namely 38,759,500 ATHEX Shares, corresponding to 67.0% of ATHEX’s total voting rights whose exercise is not subject to suspension (the “Minimum Number of Shares”). This condition may be amended in accordance with the provisions of the Law.

The completion of the Tender Offer is also subject to the customary regulatory approvals linked to the change of control of ATHEX and its subsidiaries.

If, at the end of the Acceptance Period and subject to the fulfilment of the conditions, the relevant threshold is reached and, consequently, at closing, Euronext holds at least 52,065,000 ATHEX Shares representing at least 90.0% of ATHEX’s voting rights, Euronext will exercise its squeeze-out right by filing an application to the Hellenic Capital Market Commission (HCMC) in accordance with the Law. Those shareholders who have not accepted the Tender Offer will, in such scenario, have the right to exercise their sell-out rights in accordance with the Law.

Euronext expects to deliver significant synergies from the integration of ATHEX into its European market infrastructure. Annual run-rate cash synergies of €12 million are targeted by the end of 2028, notably through (i) the migration of Greek trading to Optiq, and (ii) the harmonisation of central functions. Implementation costs to deliver those synergies are expected to amount to €25 million.

The transaction is expected to be accretive for Euronext shareholders after the delivery of synergies in year 1.

The transaction is in line with Euronext’s investment criteria of ROCE above WACC in years 3 to 5 after the acquisition. The proposed Tender Offer enables Euronext to preserve spare debt capacity to finance further diversification deals and to enhance the free float liquidity of the stock.

In line with Euronext’s federal model, the CEO of ATHEX would be proposed to join the Managing Board of Euronext N.V., and an independent representative from the Greek financial ecosystem would be proposed for the Supervisory Board of Euronext at the 2026 annual general meeting, replacing one of the current independent members of the Supervisory Board.

The HCMC would remain the primary supervisory authority for Greek markets and would be invited to join Euronext’s College of Regulators, becoming part of the supervision of the Euronext Group.

Expected timetable of principal events for the Tender Offer follows:

3 October 2025: Approval of the Information Circular by the HCMC.

6 October 2025: Commencement of the Acceptance Period.

17 November 2025: End of the Acceptance Period.

19 November 2025: Announcement by Euronext of the results of the Tender Offer.

24 November 2025: Subject to (i) the prerequisite that at least the Minimum Number of Shares have been lawfully and validly tendered to Euronext, and (ii) receipt of the customary change of control regulatory approvals of ATHEX and its subsidiaries:

• Registration of the transfer of the transferred shares to the securities account of the Offeror at the DSS.
• Delivery of the Consideration Shares to the accepting shareholders.
• Commencement of listing and trading of the Consideration Shares on Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris.