[Last updated: 1 January 2024, unless otherwise noted]

The main eligibility criteria for listing equity securities on one of the European Euronext markets, including Euronext Amsterdam N.V. (Euronext Amsterdam), are:

• A minimum distribution of 25% of share capital or 5%, if this represents at least €5 million (approximately US$5.53 million).
• Three years of audited financial statements.
• Compliance with international financial reporting standards (IFRS) or equivalent accounting standards (including US, India, Korea, Canada, China and Japan).
• A regulator-approved prospectus.

Financial statements. In order to list its securities, a company must have three years of audited financial statements or pro forma financial statements. However, exemptions may be available in certain circumstances, as set out in the Prospective Regulation and its implementing and delegated acts.

Currency. The currency denomination of securities traded on Euronext Amsterdam is generally Euros (€) or US dollars (US$). Other currency denominations are in principle possible, provided that they are eligible for settlement by Euroclear Netherlands, being the relevant central securities depository.

Ownership. There are no ownership requirements applicable to the listing of securities, and there are no ongoing financial requirements after the initial listing.

[Last updated: 1 January 2024, unless otherwise noted]

Transferability; escrow. A company must ensure that its listed securities are freely transferable and negotiable, but exceptions can be granted. There are no requirements to place shares into escrow (or otherwise restrain them from being traded, such as through "lock-in" or "lock-up" arrangements) in connection with the listing. However, lock-up agreements with underwriters are common in the Netherlands in connection with public offerings.

Listing agent/sponsor. Companies that would like to list their securities on Euronext Amsterdam are required to appoint a listing and paying agent.

Interviews. There is no requirement for a company to conduct one or more interviews with Euronext Amsterdam. However, it is common practice for the listing agent to arrange for an introductory meeting with Euronext Amsterdam and the company.

Regulatory approvals for listing and trading

Amongst other things, the following documents must be submitted to Euronext Amsterdam:

• The Euronext Application Form.
• A prospectus (approved by the AFM or another relevant competent authority) (including – to the extent applicable – proof of passporting), or other substitute document (for example, an information document), duly signed by the issuer.
• Copies of the financial statements or pro forma financial statements of the issuer (if not included in the prospectus) for the preceding three years.

Further, in order for securities to be admitted to listing and trading on Euronext Amsterdam, one of the following must have occurred:

• The AFM has approved the company's prospectus.
• The prospectus, including its supplements, has been approved by the relevant competent authority and a passport has been sent to the AFM.
• The transaction is exempt from the prospectus obligation.

Accounting standards. Audited financial statements must be prepared in compliance with IFRS. However, the financial statements of a third country issuer may be prepared under US, Indian, South Korean, Japanese, Canadian or Chinese GAAP.

Financial statements. The prospectus should include audited historical financial statements, including balance sheets for the latest three financial years. Pro forma statements may be required in the case of a recent material merger or acquisition.

[Last updated: 1 January 2024, unless otherwise noted]

To admit shares to Euronext Amsterdam, a final and approved prospectus by the competent authority (in most cases the AFM) must be submitted to Euronext Amsterdam. The below timetable is indicative only and focusses on the steps taken in connection with the prospectus approval by the AFM and admission to trading of the shares at Euronext Amsterdam:

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[Last updated: 1 January 2024, unless otherwise noted]

The Dutch Corporate Governance Code applies to Dutch companies with an official listing in the Netherlands or abroad.

In principle, listed companies are obliged to comply with each principle and provision of the Code or, alternatively, these listed companies must explain in a separate chapter of their annual report, the extent to which they did not comply with the principles and best practice provisions during the relevant financial year (the so-called "comply or explain principle"). Any deviation from the principles and best practice provisions should be specifically disclosed and explained to the general meeting of shareholders.

Dutch listed companies, which have a supervisory board consisting of more than four members (or in case of a one tier board four non-executive members), must—among other things—install an audit committee, which must include at least one member who is deemed to be a financial expert.

There are no Dutch residency requirements for directors or officers.

There are no requirements for a listed foreign company to maintain a presence in the Netherlands (for example through an agent for service of process, resident directors or corporate offices).

There is no requirement for any corporate records (e.g., a register of holders) to be kept in the Netherlands. A listed company has disclosure and reporting obligations both to the AFM and to Euronext Amsterdam. All post-listing reporting obligations can be in the English language.

[Last updated: 1 January 2024, unless otherwise noted]

A company seeking to list must pay both initial listing fees and annual fees. The initial listing fee for common stock depends on the market capitalization of the issuer. For example, for issuers with a market capitalization between €100 million and €200 million (approx. US$110.50 million to US$221.00 million), the maximum fee can go up to €125,500 (approx. US$138,678). Additional shares listed subsequently will require additional payments. The annual fee is also based upon the number of shares issued and market capitalization, and fees range from €4,240 (approx. US$4,685) up to approximately €82,700 (approx. US$91,384) for large issuers. Additional costs may include printing costs and fees in connection with the approval of the prospectus charged by the AFM. Furthermore, various fixed annual fees and variable fees may be charged to listed companies by the AFM in connection with ongoing supervision.