Euronext Gateway To The €uro Zone: Holland France

EURONEXT GATEWAY TO THE €URO ZONE

France

Holland

Belgium

Portugal

November 2005

Euronext today Europe’s largest central order book securities market • € 6.5 billion average daily turnover • € 9.4 billion fresh capital raised in 2004 and €15.6 billion YTD • Over 25% of listed companies are international The world’s second largest derivatives market • Business worth €1,000 billion traded every day • Extensive range of financial and commodity derivatives products A leading supplier of exchange trading technology • Used worldwide by most leading cash & derivatives Exchanges The world’s first cross-border exchange • Operations in 5 European countries and the USA

Source: Euronext 2

Euronext’s competitive position in Europe CENTRAL ORDER BOOK

MARKET CAP.

Trading value

European cash equity market capitalisation

(in billion €)

OMX Milan 6% SWX 8%

EURONEXT 25%

9%

Spanish Exchanges 10% DB 12%

LSE 29%

• Largest equity market in continental Europe • Largest central order book in Europe Sources: FESE, Euronext, as of Dec 2004

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Euronext – International Listings

Breakdown of listed companies International Co’s 25%

Selected international companies: Arcelor, Daiwa, Daimler Chrysler, Deutsche Bank, Exxon Mobil, Fiat, Ford, General Motors, General Electric, Hitachi, Honda, HSBC, McDonalds, Maroc Telecom,

Domestic Co’s 75 %

Mitsubishi Electric, NEC, SES Global, Sharp

7 Israeli companies listed 25% of Euronext’s 1300 companies are international 4

More capital raised than any other European exchange (in 2004) Milestones: •

Selected Deals

Euronext helped businesses raise €9.4 billion fresh capital in 2004

•

52 new listings

•

Europe’s largest IPO: Belgacom

€ 3,600 mn € 1,300 mn

€ 1,200 mn •

Cross-border successes: € 1,200 mn

- SES Global (Luxembourg) - Maroc Telecom (Morocco)

€ 507 mn

- Cimex Pharma (Switzerland) - Sacyr Vallehermoso (Spain) - Hammerson (UK) 5

Capital Media Group

€ 217 mn

Continued strong performance in 2005 Milestones: •

€15.6 billion fresh capital raised in 2005 YTD

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Selected Deals (capital raised)

•

57 new listings

•

The world’s largest IPO 2005: EDF

•

An additional Mkt cap of € 99 bn

•

Large listings in various sectors: -

Utility: EDF (€ 58.6 bn)

-

Energy: GDF (€ 22.6 bn)

-

Investment funds: RHJ Int’l (€1.53 bn)

-

Hi-tech: Tom Tom (€ 1.86 bn)

EDF

€ 7,000 mn

GDF

€ 3,482 mn

Telenet

€ 1,060 mn

Sanef

€ 837 mn

RHJ International

€ 657 mn

Tom Tom

€ 467 mn

Unique access to European asset managers • Geographical split of investment fund assets typifies wider European investment profile • Huge pool of AUM - € 4.2 Trillion • Good growth rates >10 % annually • Euro zone countries dominate – 85% of total AUM Total Net Assets of UCITS

Others (outside Euro zone) 7.3%

(in EUR billions)

4 500

Euronext 24.5%

UK 9.1%

4 000 3 500

4,186

3 000

3,763 2 500

3,327

2 000 1 500

Euro zone

1 000 500

Breakdown per area

0 2002

2003

2004

Source: European Fund and Asset Management Association 7

(excl. euronext) 59.1%

Unique access to European asset managers • Fragmented market – cross-border access is key • Euronext – gives London access and broad Eurozone entry The European Investment Fund Market

25.0% France

Luxembourg

20.0% Germany 15.0% UK 10.0%

Italy Spain

5.0%

0.0%

Austria

Netherlands Portugal Belgium

Switzerland Ireland Sweden

Source: European Fund and Asset Management Association 8

Other

EURONEXT ­ Listing requirements ­

Listing requirements – overview Market

Eurolist

Description

Regulated market for large, mid & small caps

Listings and on-going requirements * Minimum 25% shares distributed to the public * Three-year track record required * Recognised accounting standards or IFRS Ongoing obligations * Audited annual report and half-year report * Timely disclosure * Two-year track record * Recognised accounting standards

Alternext

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Exchange regulated market for mid & small companies

* On-going obligation less demanding

* Public offering or Private placement

Eurolist - the Main Board •

One single regulated market - one rule book

•

One single cross-border trading platform

•

Borderless: Companies are classified in alphabetical order and identified on the basis of capitalization rather than on geographic location  Large caps (group A: > €1 billion)  Mid caps (group B: between €150 million and €1 billion)  Small caps (group C: less than €150 million)

•

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Equal opportunity for international companies to join key indices

Eurolist - Flexible services for int’l companies  Language  English – or local Euronext language, at issuer’s wish  Listing instruments  Shares  Depositary Receipts (EDR, GDR, ADR)  Corporate bonds  Derivative instruments, including Convertibles, Options, Warrants and Futures  Currency  Euro - the world’s second most important currency  Or any other major currency  Accounting standards  IFRS – or any standard accepted by the regulator  Regulatory environment  Sound regulatory framework – provides credibility

 No Sarbanes Oxley regulation! 12

 Tailor-made for cross-border business (European Prospectus Directive)

Alternext – the Junior Market • Euronext launched Alternext on 17 May 2005 • Alternext is an exchange-regulated market • Designed for small and mid-cap companies • Easy, cost-effective access to the capital markets • Compliance with investor disclosure rules • Open for companies from all sectors

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Alternext - addressing a clear need •

Small and mid caps play an active and important role in the euro-zone: • > 1 million small and mid-sized firms*….. • …..nearly 30% of which are located in the Euronext countries • 32 million employees - 38% of total value added Less than 1% of small and mid-sized companies are listed at present! •

A tougher European regulatory environment restricts access for small and mid-caps, but Alternext provides an effective alternative. (*) fewer than 250 employees and sales below €50 million

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Alternext to date • Current market cap:

€ 657m

• Mkt cap (at issue price): € 593m • Mkt perf. since launch:

+ 11%

• No. listed companies:

16

• Average size: • Average deal size: 15

• No. Listing Sponsors:

€ 37 m € 7.2 m 28

Alternext: Easy access for listing applicants

•

The decision to go public must be made by the company's managing body

•

Listing requirements are simple Applicants need only: • appoint a listing sponsor • submit the last two years' financial statements (IFRS not mandatory…..but recognised accounting standards offer investor comfort)

•

Two procedures can be used: • listing with a public offer • direct listing without public offer

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The role of the Listing sponsors •

Mandatory assistance by a Euronext-recognised and approved intermediary

•

The listing sponsor plays two main roles as the company's longterm partner: • helps and advises the applicant to prepare for an Alternext listing including preparing the prospectus or information memorandum • supports and guides the issuer throughout its life as a listed company, reminding it of disclosure requirements (initially for at least a 2 year period)

•

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The listing sponsor makes a contractual commitment to Euronext to ensure that listed companies meet their disclosure requirements.

           EURONEXT

Recent   Announcements­ -

Recent Announcements •

Highlights - Revenue: £4.1m (2008: £4.3m)

• EBITDA loss: £0.3m (2008: EBITDA profit £0.5m) • Loss before tax: £1.0m (2008: profit £0.1m) • Seventeen license transactions including extension sales completed. A number of opportunities expected to close during the first half of the year were delayed but remain in active sales cycles. • Revenue visibility now stands at £7.0m for full-year 2009 performance, up from £6.2m reported in mid June at the AGM. The licensee base now stands at 163. • Gross cash at 30 June stood at £1.6m. We have renegotiated our debtor-based revolving credit facilities from $750,000 to $1,250,000, though only $700,000 was drawn at 30 June. 19

Contd..

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Stock overview

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EURONEXT ­ Why chose Euronext ­

Why join the Euronext markets?  Gateway to the €urozone • Publicity: 453 million consumers • Huge pool of assets under management • Euro – key currency

 Leading European exchange with a pan-European reach • Top-ranked in raising fresh capital

 Excellent market liquidity • Largest central order book trading in Europe

 An exchange without borders • Truly cross-border • International companies can join local indices

 A recognised marketplace • Sound regulatory framework • Enhancing company’s profile to international standards 23

www.euronext.com

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