Shareholder newsletter

Edition 20 - September 2018

 

"We have now a simpler corporate governance structure with a single class of ordinary shares with all existing shareholders enjoying full voting rights"

Dear shareholders,

Welcome to edition 20 of your shareholder newsletter. In this newsletter, we would like to give you an update on the Corporate Evolution programmes and the next steps on how you can help your company as we go through this process.

Changing the Articles of Association

We are pleased to announce that at the General meeting on 12 September, all resolutions were passed, allowing your company to amend its Articles of Association. As a result, we now have a simpler corporate governance structure with a single class of ordinary shares and a voting cap at 25%.

The revised articles can be found here. We would like to thank all of you for your participation and timely vote.

Reorganisation of the legal seat of the holding company to Belgium

The next major Corporate Evolution is the proposed move of the ultimate holding company from the UK to Belgium. As we outlined at our Investor Day, this is a prudent move to manage possible geopolitical and regulatory risks related to Brexit. There will be no impact on our day-to-day operations in the UK or to jobs as a result of the reorganisation.

We have established Euroclear Holding SA to become the new holding company for the Group. It is based in Belgium, the location of the majority of our business operations.

The proposed reorganisation will be conducted via a UK Transfer Scheme of Arrangement, subject of course to shareholder and regulatory approvals. The vote requires a majority by number of shareholders voting and at least 75% in value. The voting process will be similar to a general meeting, and you will be able to submit proxy votes via email.

We have highlighted the key steps and timing in the process below:


Mid October

Transfer scheme document and notice of shareholder meeting issued to Euroclear PLC shareholders after Court permission

Early November

Arrange proxy vote for Shareholder Meeting (if not attending in person)

Early November

Euroclear PLC shareholder meeting Meeting held in Baar, Switzerland

Mid November

Court hearing to sanction the Scheme

Mid November

Issuance date of new shares in Euroclear Holding


We would once again like to thank you for your participation and request you to do so once again. All votes count, and no holding is too small.

We will be in contact with shareholders with further details in due course, and hope to give you another positive update once the scheme is complete.

 

Marc Antoine Autheman
Chairman

Lieve Mostrey
Chief Executive Officer


Past issue archive

Past issue archive

2018

2017


Your contacts

Investor Relations
Euroclear plc, Baarermatte, CH-6340 Baar
Switzerland

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Thomas Churchill
Head of Investor Relations
Tel: +41 41 768 0707

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Koenraad Geebels
Executive Secretary, Euroclear plc
Tel: +41 41 768 0700

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