WFE FR General Assembly WFE UK General Meeting WFE Relocation 29 October 2013

WFE FR General Assembly

WFE UK General Meeting

WFE Relocation

29 October 2013

29 October 2013 WFE relocation 2

Table of Contents

1. Progress reportPhase 1 (opening of branch office)Rationale for WFE relocationPhase 2 (WFE relocation)

2. Resolutions

WFE France (FR) General Assembly (GA)

WFE United Kingdom (UK) General Meeting (GM)

July August September October JanuaryDecemberNovember2014

Board

Unanimous approval of London branch opening and the dissolution of WFE FR

Membership consultation

87% Membership approval (6 August)

Project Management

London office open

WFE UK• Corporate documents (Review

Committee)

WFE FRPreparation for GA

Execution:• Branch / WFE UK opening • WFE FR closing • Transfer of assets• MoveEnsure operational continuity

GA

Dissolution (2/3 majority needed)

WFE FR winding up• Terminate employment contracts• Terminate all relevant contracts• Prepare moving – knowledge transfer

GM

Effective closure

No more liabilities pending

WFE UK setting up• Board to appoint CEO• Hire new staff• Taking over operations from WFE FR

Branch opening• Office lease• Branch registration

Transfer of assets

WFE move to London – High-level planning

Phase 1 Phase 2

Transition FR -> UK

Asset Transfer Agreement• Conditional (WFE FR dissolution voted…)• Signed between WFE FR & WFE UK• Need approval by WFE FR GA and WFE UK GM

First draft sent to members

Final draft


Milestones so farThe Board unanimously approved the opening of a branch office in London

on 10 July 2013 at its meeting in TokyoThe membership approved the opening of a branch office in written

resolutions on 6 August 2013 with overwhelming majority (87%), with 50 members voting in favor of the branch opening

Creation of London branchEntered into lease agreement on 4 October 2013Registration at Companies House

• The branch does not have legal personality

1. Progress report (phase 1)

Since the membership overwhelmingly voted for the branch opening, phase 2 has been started in order to prepare the move of WFE to London


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2. Resolutions




Need to relocate in a global financial centerEngage with the financial industry in order to develop advocacy

• Maintain on-going dialogue with major sell side and buy institutionsBenefit from the expertise and experience of a global financial center

• Access to knowledge, know-how, resources, skilled personnelAccess to major financial media

European location preferredOverlap with all three time zones during business hours

Members to benefit from new location for both advocacy and emerging markets streams

1. Rationale for WFE relocation


1. Rationale for WFE relocation London

Choice of London: # 1 Global financial centre Sellside / Buyside presence Major financial media presence Skilled workforce Heathrow hub Strong signal sent to the industry Many WFE members have operations

/ rep offices in the City


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2. Resolutions




Smooth transition process

Transfer from WFE FR to WFE UK

WFE FR WFE UK

WFE Members FR

Board of Directors FR

Board of Directors UK

Transfer via subscription letter*

Transfer via Asset Transfer Agreement

Ratification of Directors by the General Meeting UK

* Current WFE FR members will need to sign a short conditional subscription letter to become members of WFE UK

Same membership Same Board composition

WFE Members UK

Transfer of assetsTransfer of Associates, Affiliates &

Correspondents

“Transfer” of corporate documents


WFE UK legal structure WFE UK established as a company limited by guarantee (not having a share capital)

• Legal personality

• Limited liability (contingent liability of £1) of the members to contribute in the event the company is wound up

• Structure of choice for most trade associations and not-for-profit organizations like WFE : e.g. IMA (Investment Management Association), NAPF (National Association of Pension Funds)

UK corporate framework more favourable to members: Majority required for amending a company’s constitution: 3/4 (2/3 currently) Members representing 5% of the voting rights can request to convene a meeting of the

members (20% currently)

Tax considerations WFE UK profits will be taxable.

• Corporation tax is currently 24%. This is due to fall to 21% in 2014. However a special rate of 20% applies for companies with profits of less than £300,000

WFE UK will not invoice VAT for entities abroad. WFE UK will invoice VAT for entities based in the UK and will be entitled to claim VAT back on this basis

1. Details on Phase 2


Creation of WFE UKWorld Federation of Exchanges limited incorporated by WFE lawyer under

model articlesCompany number: 8657893Huseyin Erkan and Andreas Preuss to be appointed as Directors during the

interim period (until 29 October 2013)

• Approval/Signature of the conditional Asset Transfer Agreement

Transfer of assetsFrench law forbids remaining assets of not-for-profit association to be returned

to membersLegal counsel confirmed that WFE FR can transfer its assets to WFE UK

provided WFE UK is not in a position to distribute profits or past surpluses to its members

• Articles of Association of WFE UK includes such provisionLegal counsel confirmed that from a UK tax perspective the assets received

from WFE FR will not be taxable as they will not be considered as income or gains



Conditional Asset Transfer Agreement between WFE FR & WFE UK

1. Transfer from WFE FR to WFE UK to fund WFE UK operations• Amount: 1 000 € K

• Conditions: WFE FR members approve WFE FR dissolution & transfer of assets Transfer accepted by WFE UK members

2. Transfer of remaining assets • Conditions:

WFE FR members approve WFE FR dissolution & transfer of assets Transfer accepted by WFE UK members Payment of all its liabilities by the WFE FR Drawing up of the liquidation accounts in connection with the dissolution of WFE FR and

their review by the auditors of the WFE FR


• Sufficient to cover WFE UK first months of operations;• The remaining assets are sufficient to cover all WFE FR

remaining liabilities

Asset Transfer Agreement were circulated to the Membership on 7 October


Revision of the WFE corporate documents

xxx

Articles of Association (equivalent to Statutes)

Internal Rules

WFE Corporate Documents

Review Committee

July 10 Board meeting appointed a Review Committee to review the corporate documents

Members Mr. Roland Bellegarde, NYSE

Euronext (Chairman) Ms. Nicky Newton-King, JSE Mr. Jingyu Kim, (KRX).

First Draft

Process of reviewing the corporate documents

17 September: First draft of corporate documents sent to

Heads of Delegation Working Committee

Members

The final drafts of the corporate documents were circulated to the Membership on 7 October, along with the subscription letter

Draft

Comments by the Heads of Delegation and the Working Committee (which were received until 1 October) were discussed and incorporated by the Review Committee


The Board (10 July 2013) already unanimously agreed:On Phase 2 - the dissolution of WFE FR;To recommend to the GA to vote in favour of the dissolution of WFE FR

The members will vote on the dissolution of WFE FR and on several aspects of the new WFE UK

Progress report (Phase 2)

WFE FRGeneral Assembly

WFE UKGeneral Meeting

Dissolution of the Federation

• Approval of the dissolution of WFE FR

• Appointment of the liquidator of WFE FR

• Transfer of assets of WFE FR to WFE UK

WFE UK• Adoption of the new Articles of Association• Adoption of the Internal Rules• Ratification of the entry by the Company into an

asset transfer agreement with WFE France• Approval of the November-December 2013 budget

proposal• Approval of the 2014 budget proposal• Appointment of the statutory auditors for a term of

one year

If WFE FR dissolution is voted, WFE UK GM will take place right after WFE FR GA

Need for membership approval


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2. Resolutions




I. WFE FR GA1. Approval of the dissolution of the association2. Implementation of the liquidation3. Transfer of the assets

II. WFE UK GM1. Adoption of the new Articles of Association2. Adoption of the Internal Rules3. Ratification of the entry by the Company into an asset transfer agreement with

WFE France4. Approval of the November-December 2013 budget proposal5. Approval of the 2014 budget proposal6. Appointment of the statutory auditors for a term of one year

2. Resolutions


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2. Resolutions




Disclaimer:

2. Resolutions – WFE FR GA

The effectiveness of each of resolutions 1 to 3 shall be conditional upon adoption

of all of such resolutions with 2/3 majority. For the avoidance of doubt, in case

any of the resolutions 1 to 3 shall not obtain 2/3 majority, none of these

resolutions shall become effective, none of them shall be implemented and all

such resolutions shall be deemed to have been rejected.


1. Approval of the dissolution of the association


The members decide to dissolve the World Federation of Exchanges with effect from the end of 29 October 2013.


2. Implementation of the liquidation


The members decide that the liquidation process shall be implemented and further decide:

- to appoint Mr Hüseyin Erkan as liquidator for the purposes of the liquidation of the World Federation of Exchanges;

- to grant to the liquidator all the required powers to recover the payables and pay the liabilities and to transfer the remaining assets in accordance with resolution 3 below;

- to grant to the liquidator the power to carry out all the formalities, in particular the publicity measures and administrative filings, relating to the liquidation; and

- that the forms and documents relating to the liquidation must be retained in the headquarters of the World Federation of Exchanges until the end of the liquidation process and then transferred to the headquarters of the World Federation of Exchanges Limited.


3. Transfer of the assets


The members decide that the assets of the World Federation of Exchanges shall be transferred to the World Federation of Exchanges Limited, in accordance with the provisions of the Asset Transfer Agreement entered into between the World Federation of Exchanges and the World Federation of Exchanges Limited which has been made available to the members of the World Federation of Exchanges.


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2. Resolutions




1. Adoption of the new Articles of Association

2. Resolutions – WFE UK GM

The members decide to adopt new articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association, such resolution to take effect from the closing of the General Meeting.


2. Adoption of the Internal Rules


The members decide to approve the adoption of the internal rules of the Company, such resolution to take effect from the closing of the General Meeting.


3. Ratification of the entry by the Company into an asset transfer agreement with WFE France


The members decide to ratify the entry by the Company into an asset transfer agreement between the Company and the World Federation of Exchanges, France.


4. Approval of the November-December 2013 budget proposal


The members decide to approve the budget for the remainder of the Company’s current financial year (being November to December 2013).


5. Approval of the 2014 budget proposal


The members decide to approve the budget for the Company’s forthcoming financial year (being January to December 2014).


6. Appointment of the statutory auditors for a term of one year


The members decide to approve the auditors, details of whom will be sent to the members in due course, to act as auditors of the Company (for a term of one year).