THE MAJORITY OF THE SHAREHOLDERS OF MTS ACCEPT EURONEXT AND BORSA ITALIANA'S OFFER FOR 51% OF THE EQUITY

The Supervisory Board of MTS S.p.A. is pleased to announce that the majority of the Shareholders of MTS have accepted the offer led by Euronext together with Borsa Italiana to become the owners of 51% of the MTS share capital, undertaking the commitment to a capital increase via subscription of new shares expressly reserved for Euronext and Borsa Italiana. The offer from the Euronext consortium is equivalent to €657.10 per share and values MTS S.p.A. at €245 million.

The Supervisory and Management Boards after appropriate evaluation will call an Extraordinary Shareholder meeting to approve the above-mentioned capital increase. Subscription of the shares is expected to occur after approximately 90 days from the Shareholder’s Meeting, once all the pre-conditions are met, including the approval by the Ministry of the Economy and Finance of Italy of the proposed changes to the MTS by-laws, which include amongst others, the cancellation of the 5% limit on any one shareholder’s equity participation in MTS’s capital.

The recapitalisation of MTS will dilute the combined holding owned by current shareholders to 49%. Following the recapitalisation exercise, shareholders that wish to dispose of all or part of their participation will have the right to sell their shares to existing shareholders in the first instance and, should any shares remain unsold, to European Primary Dealers, Single Market Specialists or MTS Primary Dealers in the second instance. Finally, the Euronext consortium has the contractual obligation to purchase any shares that are not acquired by existing shareholders or the aforementioned dealers.

Niels Thygesen, Chairman of the Supervisory Board of MTS S.p.A., commented: "We acknowledge the decision taken by the majority of our Shareholders which concludes a transparent procedure designed to ensure the continued expansion and success of MTS. We are delighted at the prospect of working in partnership with Euronext and Borsa Italiana in order to promote the ongoing growth of the MTS Group and further integration of Europe’s financial markets. The Euronext consortium’s strength in European equity markets and derivatives and MTS’s major presence in European fixed-income securities fully complement one another and place us in a strong position to achieve our objectives."

MTS S.p.A. was incorporated in September 1997 with an issued share capital value of €6.2 million, equivalent to €51.65 per share. During subsequent years shareholders injected further capital of €12.9 million into MTS and its subsidiary EuroMTS, taking the total cash investment made by current shareholders to €19.1 million.

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