Euroclear SA/NV Is Launched As Corporate Restructuring Is Completed

Brussels, 3 January 2005 - Following receipt of all necessary regulatory approvals and consents, the Board of Euroclear plc is pleased to confirm the completion of the Euroclear group's corporate restructuring. In this context, Euroclear SA/NV, the new holding company of the group's national and international central securities depositories (CSDs), commenced activities with effect from 1 January 2005. The new company, incorporated in Belgium and with branch offices in Amsterdam, London and Paris, owns the group's shared securities-processing platforms and delivers a range of services to the group's depositories, including development of its technology platform.

As a result of the restructuring, Euroclear Bank has relinquished its ownership of the group's three CSDs - CRESTCo, Euroclear France and Euroclear Nederland - and instead becomes a sister company of each, all under the ownership of Euroclear SA/NV (see diagram under "Company structure"). It is further envisaged that CIK, the CSD of Belgium, will become a sister company of the other Euroclear depositories later this year, subject to final completion of the purchase agreement with Euronext NV that was announced in November 2004.

A. Chris Tupker, Chairman of Euroclear plc, stated: "This new structure minimises systemic risk by segregating the group's CSDs and their clients in the highly unlikely event of Euroclear Bank's insolvency."

In order to demonstrate that there is no cross-subsidisation of Euroclear Bank activities by the CSDs, and to reinforce transparency in respect of inter-company cost allocations, independent auditors review annually and attest publicly that Euroclear is in full compliance with OECD transfer-pricing principles relating to such allocations. The first such attestation was included in the 2003 Annual Report; Euroclear remains the only settlement-service provider furnishing independent third-party verification of this kind.

Underpinning the strong user-governed ethos of the new holding company, the Board of Euroclear SA/NV is comprised of 26 non-executive members, drawn from the main Euroclear client segments across the geographic spread of Euroclear's business.

In addition, Pierre Francotte, formerly Chief Executive Officer of Euroclear Bank, has been appointed the first CEO of Euroclear SA/NV. Ignace R. Combes becomes Deputy CEO. Mr Francotte is replaced as CEO of Euroclear Bank by Martine Dinne, previously Executive Director, Euroclear Bank.

Commenting on today's announcement, Pierre Francotte said: "The impact of this restructuring on Euroclear's clients is minimal. As Euroclear SA/NV only provides services to the other Euroclear group entities, clients will continue to access Euroclear services through Euroclear Bank, CRESTCo, Euroclear France or Euroclear Nederland, as they have always done."

In the context of the restructuring, both Standard & Poor's and Fitch Ratings have reiterated their AA+ rating of Euroclear Bank.

Euroclear is the world's largest provider of domestic and cross-border settlement and related services for bond, equity and fund transactions. Market owned and market governed, the Euroclear group comprises Euroclear Bank, based in Brussels, as well as Euroclear France, Euroclear Nederland and CRESTCo, the central securities depositories of France, the Netherlands, and the UK and Ireland, respectively. The CSD of Belgium, CIK, is expected to join the group later in 2005. The total value of securities transactions settled by Euroclear is in excess of EUR 250 trillion per annum,while assets held for clients are valued at more than EUR 12 trillion.