Euronext - 2019 Universal Registration Document

Operating and financial review 7 Overview

The following review relates to Euronext historical financial condition and results of operations for the years ended 31 December 2019, 2018 and 2017. This “Operating and Financial Review” is based on the audited Financial Statements for the years ended 31 December 2019, 2018 and 2017, which are included and incorporated by reference in this Registration Document and should be read in conjunction with “General description of the Company” and “Financial Statements”. Prospective investors should read the entire Registration Document and not just rely on the information set out below. The financial information included in this “Operating and Financial Review” has been extracted from the audited Consolidated Financial Statements. The following discussion of Euronext results of operations and financial condition contains forward-looking statements. Euronext actual results could differ materially from those that are discussed in these forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this Registration Document, particularly under “Risk Factors”.

7.1 Overview

Alternative performance measures (APMs) should not be viewed in isolation as alternatives to the equivalent IFRS measures and should be used as supplementary information in conjunction with the most directly comparable IFRS measures. Alternative performance measures do not have standardised meaning under IFRS and therefore may not be comparable to similar measures presented by other companies. The Group measures performance based on EBITDA 1 , as management believes that this measurement is most relevant in evaluating the operating results of the Group. This measure is included in the internal management reports that are reviewed by the CODM. Reference ismade to one of the below definitions, whenever the term ‘EBITDA’ is used throughout this Universal Registration Document: n EBITDA 1 : Operating profit before (i)exceptional items and (ii)depreciation and amortization, taking into account the lines described in the Consolidated Statement of Profit or Loss, and defined in Chapter 5; n EBITDA 2 : Profit before (i)interest expense, (ii)tax, (iii)any share of the profit of any associated company or undertaking, except for dividends received in cash by any member of the Group, (iv)exceptional items; and (v) depreciation and amortization; n EBITDA 3 : EBITDA as defined in the Share Purchase Agreement of any applicable acquisition.

Euronext is a pan-European exchange group, offering a diverse range of products and services and combining transparent and efficient equity, fixed income securities and derivatives markets in Amsterdam, Bergen, Brussels, Dublin, Lisbon, London, Oslo and Paris. Euronext businesses comprise: listing, cash trading, derivatives trading, spot FX trading, investor services, advanced data services, post-trade and technologies & other. Euronext management reviews the performance of the business, and makes decisions on allocation of resources, only on a company- wide basis. Therefore, Euronext has one reportable segment. Euronext has been operating as an independent, publicly traded company since 20 June 2014. Prior to June 2014, Euronext’s businesses were part of ICE as a result of ICE’s acquisition of NYSE Euronext on 13 November 2013. 7.1.1 DEFINITIONS The following defined terms are used in this Operating and Financial Review: “Legacy Euronext” means the historical operations of the former Euronext N.V. (existing prior to 15 March 2014) and its subsidiaries, including LIFFE. Segments are reported in a manner consistent with how the business is operated and reviewed by the chief operating decision maker (“CODM”), who is responsible for allocating resources and assessing performance of the operating segments. The chief operating decision maker of the Group is the Managing Board. The organisation of the Group reflects the high level of mutualisation of resources across geographies and product lines. Operating results are monitored on a group-wide basis and, accordingly, the Group represents one operating segment and one reportable segment. Operating results reported to the Managing Board are prepared on a measurement basis consistent with the reported Consolidated Statement of Profit or Loss. In presenting and discussing the Group’s financial position, operating results and net results, management uses certain Alternative performance measures not defined by IFRS. These

7.1.2

ESTABLISHMENT OF EURONEXT AS AN INDEPENDENT, PUBLICLY TRADED COMPANY

The legal entities of the Group have been owned by Euronext N.V. since the date that the internal reorganisation was finalised in March 2014. The Consolidated Financial Statements as of and for financial years ended 31 December 2019, 2018 and 2017 have been prepared as described further in Note 3 to the Consolidated Financial Statements (see “Financial Statements”). All transactions and balances between subsidiaries have been eliminated on consolidation.

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2019 UNIVERSAL REGISTRATION DOCUMENT