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EURONEXT

GATEWAY TO THE URO ZONE

HollandFrance

Portugal

Belgium

November 2005

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Euronext todayEuronext today

Europes 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 worlds 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 worlds first cross-border exchange

Operations in 5 European countries and the USA

Source: Euronext

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Euronexts competitive position in EuropeEuronexts competitive position in Europe

MARKET CAP.

European cash equity market capitalisation

CENTRAL ORDER BOOK

Trading value

(in billion )

Sources: FESE, Euronext, as of Dec 2004

LSE

29%

OMX

6%Milan

8%

Spanish

Exchanges

10%

DB

12%

EURONEXT

25%SWX9%

Largest equity market in continental Europe

Largest central order book in Europe

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Euronext International ListingsEuronext International Listings

Breakdown of listed companies

Domestic Cos

75 %

International Cos

25%

25% of Euronexts 1300 companies are international

Selected international companies:

Arcelor, Daiwa, Daimler Chrysler, Deutsche

Bank, Exxon Mobil, Fiat, Ford, General

Motors, General Electric, Hitachi, Honda,

HSBC, McDonalds, Maroc Telecom,

Mitsubishi Electric, NEC, SES Global, Sharp

7 Israeli companies listed

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More capital raised than any other EuropeanMore capital raised than any other European

exchangeexchange (in 2004)(in 2004)

Capital Media GroupCapital Media Group

Euronext helped businesses raise

9.4 billion fresh capital in 2004

52 new listings

Europes largest IPO: Belgacom

Cross-border successes:

- SES Global (Luxembourg)

- Maroc Telecom (Morocco)

- Cimex Pharma (Switzerland)

- Sacyr Vallehermoso (Spain)

- Hammerson (UK)

3,600 mn

1,300 mn

1,200 mn

507 mn

1,200 mn

217 mn

Selected DealsMilestones:

http://www.ses-global.com/index.htmhttp://www.snecma.com/en/index.phphttp://www.pagesjaunes.fr/

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Continued strong performance in 2005Continued strong performance in 2005

15.6 billion fresh capital raised in2005 YTD

57 new listings

The worlds 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 Intl (1.53

bn)

- Hi-tech: Tom Tom ( 1.86 bn)

Selected Deals (capital raised)Milestones:

7,000 mn

1,060 mn

657 mn

EDF

GDF

Telenet

Sanef

RHJ International

Tom Tom

837 mn

467 mn

3,482 mn

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Unique access to European asset managersUnique 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

(in EUR billions)

4,186

3,763

3,327

0

500

1 000

1 500

2 000

2 500

3 000

3 500

4 000

4 500

2002 20042003

Breakdown per area

UK

9.1%

Others(outside Euro zone)

7.3%

Euronext

24.5%

Euro zone

(excl. euronext)

59.1%

Source: European Fund and Asset Management Association

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Unique access to European asset managersUnique access to European asset managers

Source: European Fund and Asset Management Association

France

NetherlandsBelgium

Portugal

Luxembourg

Sweden

UK

Germany

Spain

Switzerland

Austria

Ireland

Italy

Other0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

The European Investment Fund Market

Fragmented market cross-border access is key

Euronext gives London access and broad Eurozone entry

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Eurolist - the Main BoardEurolist - 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 onthe 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)

Equal opportunity for international companies to join key indices

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Eurolist - Flexible services for intl companiesEurolist - Flexible services for intl companies Language

English or local Euronext language, at issuers wish

Listing instruments Shares Depositary Receipts (EDR, GDR, ADR) Corporate bonds Derivative instruments, including Convertibles, Options, Warrants and Futures

Currency

Euro - the worlds 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!

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

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Alternext the Junior MarketAlternext 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 needAlternext - 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

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

Less than 1% of small and mid-sizedLess than 1% of small and mid-sized

companies are listed at present!companies are listed at present!

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Alternext to dateAlternext to date

Current market cap: 657m

Mkt cap (at issue price): 593m

Mkt perf. since launch: + 11%

No. listed companies: 16

Average size: 37 m

Average deal size: 7.2 m

No. Listin S onsors: 2818 Nov. 05

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Alternext: Easy access for listing applicantsAlternext: Easy access for listing applicants

The decision to go public must be made by the company'smanaging 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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Option 1: Listing with public offerOption 1: Listing with public offer

A traditional listing procedure tailored to SMEs:

Minimum free float: 2.5 million

The prospectus approved by the regulator

EU Prospectus Directive facilitates cross- border

offerings

Public offering allows for broad marketing campaign

Builds better market liquidity

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Option 2: Direct listing without public offerOption 2: Direct listing without public offer

An innovative listing process with less stringent

requirements

Companies must have made a private placement with

qualified investors:

within two years prior of the listing application placing at least 5 million five or more qualified investors

Companies must publish an offering circular, which is

not reviewed by the regulator, but under theresponsibility of the Listing Sponsor and the Issuer

Easy accessbut it does not create real liquidity

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The role of the Listing sponsorsThe role of the Listing sponsors

Mandatory assistance by a Euronext-recognised and approvedintermediary

The listing sponsor plays two main roles as the company's long-

term 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 atleast a 2 year period)

The listing sponsor makes a contractual commitment to Euronext

to ensure that listed companies meet their disclosure

requirements.

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EURONEXT

- Case Studies -

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Eurolist case study: TOM TOM N.V.Eurolist case study: TOM TOM N.V.

Activity:

TomTom is a leading provider of personal navigation products and services tothe consumer mass market.

TomTom products include integrated devices, which enable to navigate right

out of the box (e.g. screen in car) and non-integrated solutions for navigation

on third-party devices like PDAs and smartphones.

Key figures (2004):

Revenues: 192.4 mn

Net profit: 27.7 mn

Deal size (June 05):

Valuation: 1,857 mn

PE ratio: x67

Funds raised: 467 mn (of whichcapital increase of 124 mn)

Goldman Sachs International and Lehman Brothers acted as joint leads.

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Eurolist case study:Eurolist case study:TOM TOM N.V.TOM TOM N.V.

Hedge Funds

31%

Long only

Funds

63%

Retail

0.3%

Other

4%Private Banks

2%

Allocation by Style

Holland

6%

France

7%

Sweden3%

USA

20%

UK

35%

Switz.

7%

Italy

8%

Germany

8%

Other

6%

Allocation by Geography

Share Allocation

1

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Eurolist case study: TOM TOM N.V.Eurolist case study: TOM TOM N.V.

Share price performance 6 months: + 68% Free float: 29%

Trading activity (daily average): 18.7 million

Index inclusion: EURONEXT150

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Alternext case study: SATIMOAlternext case study: SATIMO

Activity:

Satimo specializes in designing, manufacturing, and marketing multi-sensor

electronic scanning systems for real-time viewing of electromagnetic wave fields.

Sales by segment: radio communications (77.9%), automotive (9.5%),

Global sales: France (16.3%), Europe (24.6%), Asia (35.9%), and US (23.2%).

Key figures (2004):

Revenues: 8.9m

Net profit: 1.2mProfit growth rate: 100%

Deal Size (28 June 05):

Valuation: 44m

PE ratio: x37

Funds raised: 12.9m

5.8 times over-subscription

Broad take up among institutional

investors, incl. 30% placed in the UK

Listing Sponsor: Avenir Finance Corporate

Placing agent: Ixis Midcaps

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Alternext case study: SATIMOAlternext case study: SATIMO

Market Cap. Evolution

55

44

0

10

20

30

40

50

60

June 05 Nov. 05

InmillionE

uros

Current valuation of 55m

Value increased by 25% in 6

months

Issue price: 17.77

Current share price: 22

Free float: 29%

Market figures

Philippe Garreau, Chairman & CEO of Satimo, commented:

We are delighted with the success of the IPO. Through the IPO we

have acquired a strong notoriety to further expand our business.

+ 25%

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EURONEXT

- Why chose Euronext -

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Why join the Euronext markets?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 companys profile to international standards

N d i f ti ?N d i f ti ?

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Need more information?Need more information?

Please contact us:Please contact us:

Ms. Martine CHARBONNIERExecutive Director Listing & Issuer Relations

Phone: +33.1.49.27.16.08

Email: m.charbonnier@euronext.com

Mr. Erik WENNGREN

Director - International Listings

Phone: +44.20.7379.2087

Email: e.wenngren@euronext.com

Mr. Nathanal MAUCLAIR

Deputy Director - International Listings

Phone: +33 1.49.27.53.72

Email: n.mauclair@euronext.com

www.euronext.com/listing

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www.euronext.com

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Appropriate disclosure requirements and lowerAppropriate disclosure requirements and lower

communication costscommunication costs

Financial transparency requirements tailored to small and mid caps

choice of disclosure channel

no quarterly turnover disclosure required

address investors' needs for information

The applicant commits to:

make periodic disclosures: half-yearly accounts and

audited annual accounts

make ongoing disclosure of price sensitive information report directors' trades

publish change of ownership at specific threshold (50% and

95%) since it may affect company strategy

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Hybrid trading model enhanced liquidityHybrid trading model enhanced liquidity

A model to take into account specific liquidity profiles:

The aim is to enhance liquidity in stocks with a smaller free float

The market model combines central order book (one auction at

end of day) and continuous market making to favour liquidity

Market makers will select stocks and compete to offer best price

Continuous trading by market makers

For stocks without market makers, the auction ensures a dailyreference price

Investors can choose how their orders are to be executed

The trading session is organised to favour the most

efficient price execution