Draft Minutes

Board Meeting

11:00 – 12:00 CET on 9 March 2017

By conference call

PARTICIPANT LIST

BOARD MEMBERS

1 / Luc / Vansteenkiste / Chairman of the Board / EuropeanIssuers
2 / François / Soulmagnon / Board Member / AFEP
3 / Christian / Schricke / Board Member / ANSA
4 / Stefano / Micossi / Board Member / Assonime
5 / Christine / Bortenlänger / Board Member / DAI
6 / Juan / Prieto / Outgoing Board Member / EmisoresEspañoles
7 / Adolfo / Feijóo / Substitute Member / EmisoresEspañoles
8 / Tim / Ward / Board Member / QCA
9 / Miroslaw / Kachniewski / Board Member / SEG
10 / Christian / Stiefel / Board Member / SwissHoldings
11 / Natalia / Valtasaari / Board Member / Wärtsilä Corporation

OTHER PARTICIPANTS

12 / Jérémie / Pélerin / Head of Brussels Office / AFEP
13 / Marcello / Bianchi / Deputy Director General / Assonime
14 / Alessandra / Casale / Head of Representative Office / Assonime
15 / Odile / de Brosses / Policy Committee Chairman / EuropeanIssuers
16 / Philippe / Lambrecht / Director Secretary General / Replacing FEB Board Member
17 / Florence / Bindelle / Secretary General / EuropeanIssuers
18 / Aleksandra / Palinska / Senior Policy Advisor / EuropeanIssuers
19 / Erisa / Taraj / Policy Assistant / EuropeanIssuers
  1. Welcome address and Approval of the draft agenda from Luc Vansteenkiste, Chairman of EuropeanIssuers

The agenda was approved.

  1. Approval of minutes of last Board meeting on 7 December 2016 & matters arising from the last minutes

Decision:The minutes were approved.

  1. Oral report from the Chairman of the Board, Luc Vansteenkiste

The chairman reported that Mr Juan Prieto is leaving EmisoresEspañolesand therefore also EuropeanIssuers. He thanked him for years of continued support and efforts to further promote EuropeanIssuers in Spain and elsewhere and wished him all the best for the future. Mr Prieto put forward his resignation as a Board member and presented the candidacy of Mr Adolfo Feijóo, Director of the Department of Shareholding Secretary and Corporate Governance at CaixaBank,to replace him as a representative of EmisoresEspañoleson the EuropeanIssuers’ Board.

DECISION:The candidacy of Mr Feijóo will be approved during the next AGM on 5 May 2017.

Report from the Secretary General

Ms Bindelle reported on membership, marketing & communication activities, as well as the upcoming meetings. Please note that the next Board meeting and the General Assembly have been shifted to 5 May in Malta, to align with the European Corporate Governance Conference on which EuropeanIssuers partnering (we will have 2 speakers and a moderator). Ms Bindelle mentioned that she is planning to organise dinner for the members on 4 May in the evening, following the conference. For more information see SecGen.

ACTION POINT: Board members are invited to comment ASAP on the 2016 Annual Report prepared by the EuropeanIssuers’ team.

Advisory Board

Members discussed the proposal for an Advisory Board.See EI Project Strategic Boardshort for more information.

Mr Schrickeasked for more clarity with regards to the composition of the Advisory Board. He inquired whether it would be composed of the CEOs and chairmen or board members and directors. He questioned whether the number of participants, which is 50,was realistic as seemedtoo ambitious.

The Chairman explained that the number was set higher than expected (which is around 30) to avoid a low number of participants and that the idea was to target CEOs. However, both the numberand composition can be further discussed.

Given set up of this Advisory Group would be an important change for EuropeanIssuers, Mr Soulmagnon asked for setting up of a dedicated Working Group to further discuss the composition, the purpose of such group and topics addressed. While CMU is fine to be addressed by such high-level people, to discuss EMIR you probably need to target different people.

Mr Vansteenkiste proposed to organise a meeting in Brussels to further discuss this matter and highlighted his intention to avoid duplication of the Policy Committee or competing with the European Round Table of Industrialist, where people pay very high fees.

Mr Lambrecht suggested to further discuss the collaboration and any impact this could have on the national level.

Mr Vansteenkiste responded that while in some countries we have direct company members, indeed in some others we need to make a joined effort with the national associations to bring in the high-level people from the companies.

Mr Micossi, while welcoming creation of a Working Group to further discuss the Advisory Board, was puzzled by this initiative. He recalled that we had started with discussions how the direct membership of EuropeanIssuers, which is a highly-specialised organisation, can be strengthened and also how to improve the quality of board meetings’ participation and discussions. He felt that those goals have been lost from the sight. He would like to reassess how we can strengthen the direct participation of companies and warned against not falling of the track.

Ms Bindelle explained that EI is working to attract corporates as direct members and is also carrying out targeted initiatives for the existing members.

ACTION POINT: Board members are invited to address the Chairman in case of interest to join the Working Group to further discuss the Advisory Board.

  1. Approval of 2017 PolicyPriorities and Work Programme

Ms Palinska presented EI policy priorities for 2017, which had been finalised taking on boardthe members’ responses expressed through Survey Monkey and e-mails.

Mr Vansteenkisteemphasised that the document indicates clearly which are policy priorities and where we need strong members’ support.

Below you can find a table summarising 2017Policy Work Programme.

  1. Oral report from the Policy Committee Chair, Odile de Brosses

Ms de Brosses provided an overview of EuropeanIssuers’ policy work on various dossiers. See thePPT presentationandSecGenreport for more details.

  1. Oral report from the Smaller Issuers Co-Committee, Tim Ward

Mr Ward reported on the last Committee meeting held on Tuesday, 24 January 2017 hosted by the MiddleNext on the occasion of its 30th anniversary in Paris. He mentioned that the Committee members had very useful discussions with Mats Isakssonof OECD on smaller companies’ access to capital markets, and Ronan Dunne, in charge of Prospectus at ESMA.

Mr Ward referred to four interesting OECD reportsoninstitutional investors as owners, changing model of stock exchanges, zombie firms, finance and inclusive growth.

Regarding Prospectus, ESMA working amongst others on the EU Growth Prospectus, starting bottom up, not stripping the existing prospectus schedules. This is quite helpful and we can see on that examples that ESMA tries to pick up on the Commission’s ambitions of promoting growth and jobs.

The next Smaller Issuers Committee meeting will be held on 22 March 2017.Joachim Schwerin from DG GROWT has accepted EuropeanIssuers’ invitation to discuss smaller companies access to capital markets at the meeting.

  1. Presentation of 2016 Accounts, Luc Vansteenkiste

The Chairman pointed out that the budget for 2016 was respected and that a surplus was also created, mainly due to absence of Joelle Daem, Office Manager, since March 2016. She has been replaced only by external consultants and interims.

DECISION: 2016 Accounts were approved.

Mr Vansteenkiste reported that last year the auditor had complained about lack of internalprocedures, which had been addressed. Nevertheless, some of the auditor’s suggestions seem to be rather suited for large companies, and not a small non-profit organisation. For instance, the analysis of the risks, which has become very popular. These raised questions whether we should continue to pay the auditor especially given the level of fees. It is understood that most of the Board Members expressed their wishto continue to have an auditor but the final decision is up to the AGM. Meanwhile, Ms Bindelle had negotiated a lower fee for the next three years.

  1. Other Items

Mr Vansteenkiste inquired board members whether they want to developa common position concerning Brexit and its impact on financial markets. Due to possibly diverging views, it was rather agreed to proceed individually on the matter. Ms Bindelle had circulated information about the report being prepared by AFME with help of Boston Consulting Group. They offered to interview EuropeanIssuers members, which would contribute to their report.

Ms Bortenlängerreported that DAI produced a report on Brexit negotiations between the EU and the UK and a possible impact on capital markets.

1