Euronext - 2019 Universal Registration Document

General Description of the Company and Its Share Capital 6 Anti-Takeover Provisions

The Managing Board and the Supervisory Board must agree to these requests, provided that (i) the request was made in writing and motivated, and (ii) the request was received by the Chairman of the Managing Board or the Chairman of the Supervisory Board at least sixty days prior to the date of the General Meeting. The Managing Board must give notice of a general meeting, by at least such number of days prior to the day of the meeting as required by Dutch law, which is currently forty-two days. Each shareholder (as well as other persons with voting rights or meeting rights) may attend the General Meeting, to address the General Meeting and, in so far as they have such right, to exercise voting rights pro rata to its shareholding, either in person or by proxy. Shareholders may exercise these rights, if they are the holders of shares on the registration date which is currently the 28 th day before the day of the meeting, and they or their proxy have notified Euronext of their intention to attend the meeting in writing at the address and by the date specified in the notice of the meeting. The Managing Board may decide that persons entitled to attend general meetings and vote there may, within a period prior to the General Meeting to be set by the Managing Board, which period cannot start prior to the registration date, cast their vote electronically or by post in a manner to be decided by the Managing Board. Votes cast in accordance with the previous sentence are equal to votes cast at the meeting. Each shareholder may cast one vote for each Ordinary Share held. Members of the Managing Board and the Supervisory Board may attend a general meeting in which they have an advisory role. The voting rights attached to shares are suspended as long as such shares are held by Euronext. The rights of the holders of Ordinary Shares that were offered and sold in the Offering rank pari passu

with each other and with all other holders of the Ordinary Shares, including the Reference shareholders, with respect to voting rights and distributions. Euronext has no intention of changing the rights of shareholders. Resolutions of the General Meeting are taken by an absolutemajority, except where Dutch law or Euronext’s Articles of Association provide for a qualified majority or unanimity. Two general meetings were held in 2019. The Annual General Meeting was held on 16 May 2019. In this meeting decisions were taken on the adoption of the 2018 Financial Statements, a dividend of €1.54 per ordinary share, the discharge the members of the Managing Board and Supervisory Board in respect of their duties performed during the year 2018, the re- appointment of Jim Gollan as a member of the Supervisory Board, the re-appointment of Maurice van Tilburg as a member of the Managing Board, the appointment of Isabel Ucha as a member of the Managing Board, the acquisition of up to 100% of the issued share capital of Oslo Børs VPS Holding ASA, the appointment of Ernst & Young Accountants LLP (1) as the Company’s external auditors and the designation of the Managing Board as the competent body to 1) issue ordinary shares, 2) to restrict or exclude the pre-emptive rights of shareholders and 3) to acquire ordinary shares in the share capital of the Company on behalf of the Company. An Extraordinary General Meeting was held on 8 October 2019. In that meeting decisions were taken on the appointment of Nathalie Rachou and Morten Thorsrud as members of the Supervisory Board, the re-appointment of Stéphane Boujnah as a member of the Managing Board, the appointments of Håvard Abrahamsen and Simone Huis in ’t Veld as members of the Managing Board, and the remuneration policy.

6.6 Anti-Takeover Provisions

Euronext currently does not have any anti-takeover provisions.

6.7 Obligations of Shareholders and Members of the Managing Board to Disclose Holdings

if, as a result of such acquisition or disposal, the percentage of capital interest and/or voting rights held by such person reaches, exceeds or falls below the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%. In addition, any person whose capital interest or voting rights reaches, exceeds or falls below a threshold due to a change in Euronext’s outstanding share capital, or

Shareholders may be subject to notification obligations under the Dutch Financial Supervision Act. Pursuant to chapter 5.3 of the Dutch Financial Supervision Act, any person who, directly or indirectly, acquires or disposes of an actual or potential capital interest and/or voting rights in the Company must immediately give written notice to the AFM of such acquisition or disposal by means of a standard form

(1) Whose principal place of business is at Boompjes 258, 3011 XZ Rotterdam, the Netherlands. Ernst & Young Accountants LLP is registered at the Chamber of Commerce of Rotterdam in the Netherlands under number 24432944. The office address of the independent auditor of Ernst & Young Accountants LLP that signed the independent auditor’s report is Cross Towers, Antonio Vivaldistraat 150, 1083 HP Amsterdam, the Netherlands.

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2019 UNIVERSAL REGISTRATION DOCUMENT