Euronext N.V. (ENXTPA:ENX) proposed to acquire Hellenic Exchanges - Athens Stock Exchange S.A. (ATSE:EXAE) for approximately ?400 million on July 1, 2025. A cash consideration valued at ?6.9 per share will be paid by Euronext N.V. As part of consideration, an undisclosed value is paid towards common equity of Hellenic Exchanges - Athens Stock Exchange S.A. This potential offer would be structured as a share exchange valuing ATHEX at ?6.90 per share, leading to a fixed conversion rate of 21.029 ATHEX ordinary shares for each new Euronext share. The potential offer would value the entire issued and to be issued ordinary share capital of ATHEX at ?399 million on a fully diluted basis. The submission of an offer would be subject notably to due diligence.

As of July 30, 2025, Euronext N.V. signed a cooperation agreement to acquire Hellenic Exchanges - Athens Stock Exchange S.A. Euronext submitted a voluntary tender offer to the Board for the acquisition of all ATHEX?s common registered shares on such improved terms (the ?Offer?). The Offer is subject to a minimum acceptance of 38.7595 million shares representing 67% of voting share capital of ATHEX. This Offer would be structured as a share exchange at a fixed conversion rate of 20 ATHEX ordinary shares for each new Euronext share. Based on Euronext?s closing price of ?142.7 as of July 30, 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. Euronext?s Offer is subject to certain customary conditions and regulatory approvals.

On November 7, 2025, Euronext submitted to the HCMC a request to revise the Tender Offer. According to the revised terms of the Tender Offer, the minimum number of shares that should have been lawfully and validly tendered to the Offeror for the Tender Offer to complete shall be equal to 28,925,001 ATHEX Shares, corresponding to 50% plus one (1) ATHEX Share of the total voting rights of ATHEX.

As of October 6, 2025, Euronext has received regulatory approval to launch a voluntary exchange offer to acquire all common registered ATHEX shares. The Board of Directors of ATHEX stated to ATHEX shareholders its unanimous support for the Tender Offer. 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. 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. 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. On November 14, 2025, Euronext receives regulatory approvals from the Hellenic Capital Market Commission, in addition, the Hellenic Capital Market Commission and the Regulatory Authority for Energy, Waste and Water (RAEWW) have approved the change of control arising from ATHEX?s participation in the Hellenic Energy Exchange S.A. and EnEx Clearing House Single Member S.A. These approvals satisfy all Conditions to the Tender Offer.

Acceptance Period commences on October 6, 2025 and will end on November 17, 2025.

Deutsche Nederland N.V. acted as financial advisor for Euronext N.V. Constantinos Lambadarios, Prokopis Dimitriadis of Lambadarios acted as legal advisor for Euronext N.V. Morgan Stanley acted as financial advisor to ATHEX. Milbank acted as legal advisor for ATHEX. Elena Papachristou and Despoina Charakopoulou of Papapolitis & Papapolitis acted as legal advisor for ATHEX. Chrysanthi Karlou and Effie Papoutsi of Koutalidis Law Firm is proud to be advising Deutsche Bank in connection with the voluntary tender offer launched by Euronext N.V. for the acquisition of all Athens Exchange Group (ATHEX) shares in exchange for Euronext shares.

Euronext N.V. (ENXTPA:ENX) completed the acquisition of 74.25% stake in Hellenic Exchanges - Athens Stock Exchange S.A. (ATSE:EXAE) for approximately ?310 million on November 17, 2025. During the Acceptance Period, Euronext N.V. tendered, 42,953,405 ATHEX Shares corresponding to approximately 74.25% of ATHEX?s equity. On November 24, 2025, the Euronext 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.

Jeff Hendrickson of Allen Overy Shearman Sterling LLP acted as legal advisor for Euronext N.V. Charles Honée of Allen Overy Shearman LLP acted as legal advisor for Euronext N.V.