Euronext - 2019 Universal Registration Document

Corporate Governance 4 Remuneration Report

4.4.2

2019 REMUNERATION REPORT

(iv) Significant steps were delivered to diversify the Euronext topline in order to materially improve the quality of the revenue mix : 1. successful integration of FastMatch, now Euronext FX, with the first expansion steps in Singapore; 2. consistent deployment of our Corporate Services businesses which delivered +43% annual growth mostly coming from subscription-based revenues; 3. acquisition of VPS, contributing significantly to the increase of non-volume driven revenues; 4. acquisition of Nord Pool, adding Power as a new asset class on Euronext markets, with no correlation to the core equities trading businesses of Euronext. (v) Optiq ®, our cutting-edge technology platform has been completed, delivered and fully deployed on time to secure the mid-term technology future of Euronext and its repositioning as a technology-leader in the industry landscape. (vi) Let’s Grow Together 2022 , our new strategic plan released in October 2019 met strong support of our shareholders, and is fully owned by our employees. This plan has been designed in-house through a thorough iterative process involving the entire organization over a period of 10 months. It sets an ambitious objective to become the leading pan-European market infrastructure. These key performance indicators and strategic achievements are the basis for the Remuneration decisions described in this report. 4.4.2.2 Annual Fixed Salary (AFS) AFS, STI and LTI are determined on the basis of benchmarking comparable companies in relevant markets and take into account role, scope, accountability, and experience. Typically, AFS will be positioned at the median level of the peer group benchmark in line with the overall job responsibilities of the individual Managing Board member. The AFS reflects the responsibility and scope of each role, taking into account seniority, experience and market practice. In 2019 the Remuneration Committee conducted its annual review of the Annual Fixed Salary levels of our Managing Board Members and in accordance with the Remuneration Policy, a benchmark analysis has been conducted to support those decisions. Euronext has become significantly larger with a more mature and complex financial profile, an ambitious performance culture and more complex and diverse operations to face new challenges to come, that will be of a different natur and complexity in terms of cross-cultural management, strategic challenges, regulatory and financial complexity, operational and technological threats. Considering, the transformation of Euronext and the competitive environment in which it operates, it has been decided to amend the remuneration of the Group CEO’s and two other members of the Managing Board, based on their enlarged responsibilities. The

4.4.2.1 Introduction

4.4.2.1.1 2019 Report of the Remuneration Committee

The Remuneration Committee of Euronext assists the Supervisory Board with respect to the Company’s remuneration strategy and principles for members of the Managing Board of the Company (the “Managing Board”), the administration of its cash and equity based compensation plans and draft proposals to the Supervisory Board and oversees the remuneration programs and remuneration of the Company’s senior managers and other personnel. Considering the re-appointment of the CEO and the transformation of Euronext, the Remuneration Committee undertook early in 2019 a review of the Remuneration Structure for the Managing Board, including a benchmark analysis with 4 peer groups as detailed in this Remuneration Report. The amended remuneration for the CEO was adopted by the shareholders on 8 October 2019. The Company’s major investors, and organisation representing institutional shareholders, have been consulted throughout the year. In line with their feedback, and according to applicable regulatory requirements, and in particular the EU Shareholders’ Rights Directive, the level of disclosure has been reinforced in the Remuneration Policy and in this Remuneration Report. No significant adjustments to the Managing Board Remuneration Policy are proposed in 2020, also considering the recent adjustments proposed to and approved by the EGM on 8 October 2019. However, the adjusted Remuneration Policy will be submitted to the General Meeting of May 2020 in line with shareholders feedback and with the underlying guiding principles of the Shareholder Rights Directive II. 4.4.2.1.2 Performance and Effect on Remuneration in 2019 In 2019, the Euronext team delivered major operational, financial and strategic milestones which have clearly transformed Euronext. (i) The continued focus on growth and operational efficiency allowed Euronext to grow double digits on various metrics (1) :

1. revenues at €679m , +10.4% above 2018; 2. EBITDA at €399.4m , +12.8% above 2018; 3. EBITDA margin at 58.8% , 120bps above 2018; 4. Adjusted EPS at €3.90 , +10.9% above 2018.

(ii) Euronext delivered our second geographic footprint enlargement since 2002, after the acquisition of Dublin in 2018, with the acquisition of Oslo Børs VPS . (iii) Euronext executed successfully on its plan to make Oslo the hub of Euronext’s Nordic ambitions entering into a binding agreement for the acquisition of Nord Pool (2) .

(1) Please refer to the EBITDA definition provided in Chapter 5 and as defined as EBIDTDA1 in section 7.1.1. (2) Acquisition completed on 15 January 2020.

116

www.euronext.com

2019 UNIVERSAL REGISTRATION DOCUMENT