Less than a month after Euronext confirmed it was in talks about a possible offer to acquire up to 100% of the shares of ATHEX, the pan-European capital market infrastructure has announced the submission of an all-share voluntary share exchange offer addressed to all shareholders of HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. (“ATHEX”), the parent company of the Greek financial infrastructure group ATHEX Group, in accordance with Greek Law 3461/2006.

Euronext initiated the Offer process by informing the Hellenic Capital Market Commission (the “HCMC”) and the Board of Directors of ATHEX of the Offer and submitting to them a draft of the Greek information circular, in accordance with article 10, paragraph 1 of the Law. The Board of Directors of ATHEX is unanimously supportive of the Offer to ATHEX shareholders, and entered into a cooperation agreement with Euronext.

Euronext’s Offer is subject to certain customary conditions and regulatory approvals. This Offer would be structured as a share exchange at a fixed conversion rate of 20.000 ATHEX ordinary shares for each new Euronext share.

Based on Euronext’s closing price of €142.7 as of 30 July 2025, the proposed Offer values ATHEX at €7.14 per share and the entire issued and to be issued ordinary share capital of ATHEX at approximately €412.8 million on a fully diluted basis.

This transaction would also create new growth and synergy opportunities, support the harmonisation of European capital markets through a unified technology platform, and position Greece as a vital and permanent element of the broader EU financial ecosystem.

The combination would allow Greek financial markets participants to join a network of over 1,800 listed companies with a combined market capitalisation exceeding €6 trillion. The interest of Euronext for ATHEX reflects the strong confidence of Euronext in the development of the Greek economy and the growth potential coming from further integration of Greek capital markets into the Eurozone and improved access to international investors.

Stéphane Boujnah, CEO and Chairman of the Managing Board of Euronext said:

“With the announced Offer to acquire ATHEX, the Greek capital market operator, Euronext makes a significant step towards a more integrated and more competitive capital market in Europe. Today, the commitment to progress towards a Savings and Investments Union in Europe is unprecedented, and we are fully dedicated to transform this commitment into a reality. Over the past years, thanks to our unique integration capabilities, we have created the leading European capital market infrastructure. Euronext targets to further expand its geographical footprint to Greece and establish a financing hub in the Southeast Europe region through ATHEX. Greece has experienced strong economic growth in recent years, supported by rising investment, growing international confidence, and solid economic indicators. This is the right time, the right moment to invest in Greece. Joining Euronext’s best-in-class trading and post trade technology will boost the visibility and attractiveness of the Greek markets at an international scale.”

The Offer Price represents a premium of approximately 27% on ATHEX 3-month volume-weighted average undisturbed share price as of 30 June 2025.

The transaction would allow ATHEX’ shareholders to remain invested in the enlarged and significantly more diversified group by exchanging their ATHEX’ shares for Euronext’s shares and accordingly benefit from continued growth, value creation potential, liquidity and exposure to a multi-country pan-European group.

The Offer is subject to a minimum acceptance condition of 67% of voting share capital of ATHEX. Euronext reserves the right to amend this level at its discretion in accordance with Greek law.

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

The Offer is expected to be open for acceptance, subject to approval of the Information Circular, from Q4 2025. The transaction is expected to be completed by end of 2025, subject to regulatory approvals. All Directors of the Board owning shares and 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 Offer as mandated by Greek law.

As per the cooperation agreement, the Board of Directors of ATHEX shall not propose, without prior written consent of Euronext declaration, payment, or distribution of dividends to the shareholders or other distributions for 2024 or any interim dividends for 2025.