Exor transition of its stock exchange listing To Euronext Amsterdam

Exor (“Exor” or the “Company”) announces that its Board of Directors approved the transfer of the listing of the Company’s ordinary shares (ISIN NL0012059018) to Euronext Amsterdam, which hosts some of Europe’s leading corporations.

The move will align the Company’s listing venue with its established legal structure as a Dutch registered holding company. This further simplification of Exor’s organisational structure will result in the Company being overseen by a single country regulatory authority, namely the Dutch Authority for the Financial Markets (AFM).

The move is subject to the approval of the listing prospectus by the AFM and the admission to listing and trading by Euronext Amsterdam. The listing and trading on Euronext Amsterdam are expected to become effective by mid-August. Further information on the listing and the delisting processes will be made available pursuant to the applicable laws and regulations.

Upon admission to listing and trading on Euronext Amsterdam, the Company will request the delisting of its ordinary shares from Euronext Milan which will become effective not earlier than 45 calendar days thereafter in accordance with the applicable Borsa Italiana rules. During the delisting process, Exor’s ordinary shares will continue to be listed on Euronext Milan and will also be listed on Euronext Amsterdam.

The following questions and answers address some of the most important questions you as a shareholder may have on the announced Exor transfer of listing to Euronext Amsterdam. These questions and answers may not address all questions that may be important for you.
Please note that any information is provided for informational purposes only and does not constitute financial, legal, tax or any other professional advice.

The description of the settlement systems in this section reflects Exor’s present understanding of the rules and procedures of Euronext Securities Milan, Euroclear Bank and Euroclear Nederland as they are currently in effect. Those systems could change their rules and procedures at any time in the future.

Exor has and takes no responsibility for any aspect of the actions of Euronext Securities Milan, Euroclear Bank and Euroclear Nederland or any of their direct or indirect participants or accountholders. Exor has no responsibility for any aspect of the records kept by Euronext Securities Milan, Euroclear Bank or Euroclear Nederland or any of their direct or indirect participants or accountholders. Exor does not supervise these systems in any way.

You must seek independent advice in relation to any particular matters and consult with your bank, broker, accountant, legal, tax or other financial advisor.

What is the transfer of listing?

On 29 July 2022, Exor announced that its Board of Directors approved the transfer of the listing of the company’s ordinary shares to Euronext Amsterdam.

Upon admission to listing and trading on Euronext Amsterdam, which is expected on 12 August 2022, Exor will request the delisting of its ordinary shares from Euronext Milan which will become effective not earlier than 45 calendar days thereafter (in accordance with Borsa Italiana rules).

Why are you proposing to make this change?

The move is consistent with Exor’s corporate structure as it will align Exor’s listing venue with its established legal structure as a Dutch registered holding company. This would simplify the regulatory oversight of the company, unifying it under a single country regulatory authority, namely the Dutch Authority for the Financial markets (AFM or Autoriteit Financiële Markten).

When will the transfer become effective and what approvals are required?

On 29 July 2022, the Board of Directors approved the transfer of listing. On 3 August 2022, the Euronext Listing Board approved the admission to listing and trading of Exor’s ordinary shares on Euronext Amsterdam, and on 5 August 2022, the Dutch Authority for the Financial Markets (AFM) approved the listing prospectus. The trading of Exor’s ordinary shares on Euronext Amsterdam is expected to commence on 12 August 2022 at 9:00 Central European Time (CET).

When will Exor ordinary shares cease to be listed on Euronext Milan?

Upon admission to listing and trading on Euronext Amsterdam, which is expected on 12 August 2022, Exor will request the delisting of its ordinary shares from Euronext Milan. During the delisting process, which will last no less than 45 calendar days after the filing of the request of delisting with Euronext Milan, Exor’s ordinary shares will continue to trade both on Euronext Milan and Euronext Amsterdam.

Upon completion of the delisting process, Exor’s ordinary shares will be delisted from Euronext Milan.

What would be the advantage for shareholders and investors of this move?

This would be broadly neutral to positive for both institutional and retail shareholders and investors. Euronext is a pan-European market infrastructure and Euronext Amsterdam is recognised as a major international stock exchange, providing strong levels of liquidity for investors.

Will the ISIN or trading symbol of the Exor ordinary share change?

No, both the ISIN (NL0012059018) and trading symbol (EXO) will remain the same.

What are the tax implications on the dividend distributed by Exor as a Dutch listed company?

Please note that before listing on Euronext Amsterdam, Exor was already a Dutch company, so the tax treatment of the dividends received by its shareholders will not change as a result of the transfer of listing.

For information on your personal tax implications for holding Exor ordinary shares you must consult your tax advisor.

Will Exor’s ordinary shares be managed by another CSD (Central Securities Depository)?

Exor’s ordinary shares will continue to be managed by Euronext Securities Milan (formerly Monte Titoli S.p.A) as Issuer’s Central Securities Depository (CSD).

How does trading and settlement work on Euronext Amsterdam?

The principal settlement systems to be used for the trading and settlement of Exor’s ordinary shares on Euronext Amsterdam are the book-entry systems operated by Euronext Securities Milan (formerly Monte Titoli S.p.A.), Euroclear Bank S.A./N.V., and the Netherlands Central Institute for Giro Securities Transactions (Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.) trading as Euroclear Nederland.

These systems have established electronic securities and payment transfer, processing, depositary and custodial links among themselves, and others, either directly or through custodians and depositaries. These links allow ordinary shares to be issued, held and transferred among the settlement systems without the physical transfer of ordinary shares.

What are the implications for me as shareholder? Can I immediately trade my ordinary shares on Euronext Amsterdam?

During the delisting process, which will last not less than 45 calendar days after the filing of the request of delisting with Euronext Milan, Exor’s ordinary shares will continue to trade both on Euronext Milan and Euronext Amsterdam.

On the date of admission to listing and trading on Euronext Amsterdam, Exor’s ordinary shares will continue to be deposited in your securities account held with your bank or broker.  

Considering the links among the book-entry systems operated by Euronext Securities Milan (formerly Monte Titoli S.p.A.), Euroclear Bank S.A./N.V., and the Netherlands Central Institute for Giro Securities Transactions (Euroclear Nederland), and others, no particular implications are envisaged for shareholders. However, you should consult your bank or broker to verify if there are any arrangements that need to be made before trading of your ordinary shares on Euronext Amsterdam.

As settlement of trades on Euronext Amsterdam through Euroclear Bank or Euroclear Nederland is possible only if you or your bank or broker maintains a securities account with an institution which has been admitted by Euroclear Bank or Euroclear Nederland, respectively, you should consult your bank or broker to determine whether deposit arrangements are necessary to trade your ordinary shares on Euronext Amsterdam.

What happens with my ordinary shares after the delisting on Euronext Milan?

Your ordinary shares will continue to be managed by your bank or broker.

Considering the links among the book-entry systems operated by Euronext Securities Milan (formerly Monte Titoli S.p.A.), Euroclear Bank S.A./N.V., and the Netherlands Central Institute for Giro Securities Transactions (Euroclear Nederland), and others, no particular implications are envisaged for shareholders. However, you should consult your bank or broker if there are any arrangements that need to be made before trading of the ordinary shares on Euronext Amsterdam.

How would I know when the transfer will be effective?

Exor will communicate to the market via press release and notices the completion of the required steps for the transfer of listing. The press releases and notices will be made available at Exor’s website at the following link: https://www.exor.com/pages/investors-media/press-releases

When will Exor cease to be included in the main indices on Euronext Milan?

On 4 August 2022, FTSE Russell, the benchmark administrator for the FTSE MIB Index and FTSE Italia All-Share index, published an announcement communicating the removal of Exor from the FTSE Italia Index Series (including FTSE MIB Index) with effect from the review (i.e. from 19 September 2022), subject to the announcement and confirmation on the delisting date of Exor’s ordinary shares from Euronext Milan being published by Borsa Italiana before 30 August 2022.

Will Exor be included in the main indices on Euronext Amsterdam?

The main indices on Euronext Amsterdam (AEX, AMX and AScX) are reviewed on a quarterly basis. During each review period, all listed companies are reviewed for index inclusion in accordance with the eligibility criteria defined in the AEX Index Family Rulebook. The earliest time in which Exor will be considered for inclusion in one of these indices is during the quarterly review in December 2022. Euronext Amsterdam, as Administrator of the AEX, AMX and AScX indices, will announce any changes made to the indices in its periodical reviews.

Will the transfer affect the loyalty scheme and rights accrued?

No

Will shareholders be entitled to withdrawal rights?

No

How will the transfer affect Exor’s investment strategy or its portfolio?

The transfer will not affect Exor’s strategy. Exor will continue to be focused on its priorities as presented at its latest Investor day held in November 2021.

Where can I find more information?

For more information you can consult the Exor press releases and notices at the following link: https://www.exor.com/pages/investors-media/press-releases

The listing prospectus is available on Exor’s website at https://exor.com/pages/exor-prospectus-admission-listing-and-trading

The information contained in this page is not intended to constitute, and should not be construed as, an offer by, or invitation by, or on behalf of, Exor, any of its advisors or any representative of Exor or any of his/her advisors, to purchase any security or an offer to sell or issue, or the solicitation to buy securities by any person in any jurisdiction, including any EEA Member, the United Kingdom or the United States of America.