Euronext - 2019 Universal Registration Document

Operating and financial review 7 Overview

n Acquisition of Finance Web Working SAS (Euronext Funds360) On 9 July 2019, the Group acquired 60% of Finance Web Working SAS, a leading fund data provider in France, operating under the business name Euronext Funds360 (formerly OPCVM360), with an option to acquire the remaining capital in 2023. The following acquisitions of subsidiaries were made in 2018: n Acquisition of The Irish Stock Exchange Plc. On 27 March 2018, the Group announced the completion of the acquisition of 100% of the shares and voting rights of the Irish Stock Exchange Plc., Ireland’s incumbent stock exchange operator and a leading global debt and fund listing venue. The total purchase consideration of the transaction amounted to €174.5 million. The Irish Stock Exchange Plc. will operate under the business name Euronext Dublin. n Acquisition of InsiderLog AB On 17 January 2018, the Group acquired 80% of the capital of InsiderLog AB, a Stockholm-based leading player in the field of insider list management, for a cash consideration of €5.8 million, plus a contingent earn-out payment depending on future financial performance. n Acquisition of Commcise Ltd On 20 December 2018, the Group acquired 78% of the shares and voting rights of Commcise Ltd., a Software as a Service (“SaaS”) provider of research evaluation and commission management solutions for financial services firms, from its founders for an initial cash consideration of £27 million. n Acquisition of additional interest in FastMatch Inc. On 1 February 2019, a settlement was reached between FastMatch Inc., Euronext US Inc. and the former CEO of FastMatch Inc. Between the parties it was agreed that $0.8 million would be paid to the former CEO in settlement of claims of alleged breach by FastMatch of his employment agreement, and an amount of $8.1 million as additional consideration for the 1,437,575 shares of common stock of FastMatch Inc. (representing 7.52% of interest) that were transferred by the former CEO to Euronext US Inc. for $.001 per share on 10 August 2018. The following acquisitions of subsidiaries were made in 2017: n Acquisition of Company Webcast B.V. On 14 February 2017, the Group acquired a 51% majority stake in Company Webcast B.V., a Dutch company specialised in professional webcast and webinar services. The transaction includes an initial cash payment of €3.6 million and a deferred payment estimated at €1.8 million. Call- and put options were granted by minority shareholders and the Group, with similar conditions. When executed, the Group acquires the minority stake of 49%, in 2020 at the earliest. A redemption liability is recorded at fair value of €8.2 million reflecting this commitment. n Acquisition of iBabs B.V. On 7 July 2017, the Group acquired a 60% majority stake in iBabs B.V., a Dutch provider of dematerialised board portal solutions for corporate and public organisations, for an initial consideration of €30.1 million. iBabs’ solutions will be integrated into the Euronext Corporate Services offering. The founding management team of iBabs B.V. will remain in place.

three years on 23 March 2018, with a two times one year extension possibility, resulting in (i) a €390 million undrawn revolving credit facility and (ii) a net non-current borrowing of €108 million as of 31 December 2015. On 23 September 2016, Euronext repaid €40 million as an early redemption of the €110 million term loan facility, resulting in a net non-current borrowing of €69 million as of 31 December 2016. On 23 March 2017, the Group repaid the remaining outstanding non- current borrowing of €70 million, enabling the Group to terminate its term loan facility, which was supposed to mature on 23 March 2018. The Group also terminated its €390 million revolving credit facility agreement and entered into a new €250 million revolving credit facility (“The Facility”) on 12 April 2017. The Group signed a new bank loan facility (“The Bank Loan facility”) as per 18 July 2017 with five banks to the amount of €175 million and accordion of €125 million. The new bank loan facility was used to fund the acquisitions of iBabs B.V. and FastMatch Inc., resulting in the recognition of a non-current borrowing of €165.0 million as per 31 December 2017. On 18 April 2018, the Group issued a €500 million Bond (“Senior Unsecured Note #1”) to refinance its 2017 and 2018 acquisitions and diversify its financing mix. The Bond has a seven year maturity, with an annual coupon of 1%. On 18 April 2018 the Bond, rated “A” by Standard & Poor’s rating agency, was listed on Euronext Dublin. Following receipt of the proceeds of the issued Bond, the Group repaid the €165.0 million “Bank Loan facility”. The existing €250.0 million “Facility” agreement remained unchanged and matures on 12 April 2022, with a two times one year extension possibility. On 8 April 2019, the Group signed a supplemental agreement with nine banks to amend the €250 million “Facility” agreement originally dated 12 April 2017. This new agreement enabled the Group to increase the “Facility” to €400.0 million and set a new maturity of 5 years plus a two-year extension possibility. On 4 June 2019, the Group issued another €500 million Bond (“Senior Unsecured Note #2”) to (i) pre-finance the outstanding shares of Oslo Børs VPS Holding ASA not already owned by the Group and (ii) for general corporate purposes in line with the Group’s strategy. The Bond has a ten year maturity, with an annual coupon of 1.125%. On 12 June 2019 the Bond, rated “A-” by S&P Global Ratings Limited, was listed on Euronext Dublin. Reference is made to section 7.1.10 for more details on the Facility and the Bonds. Acquisitions of subsidiaries The following acquisitions of subsidiaries were made in 2019: n Acquisition of Oslo Børs VPS Holding ASA On 14 June 2019, the Group acquired a majority stake in Oslo Børs VPS, the Norwegian Stock Exchange and national CSD operator, increasing its ownership to 97.8% as per that date. The total purchase consideration of the transaction amounted to €693.4 million. Subsequent to the transaction, the Group acquired the remaining 2.2%minority stake, making the Group the beneficial owner of 100% of the Oslo Børs VPS shares as per 4 July 2019.

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2019 UNIVERSAL REGISTRATION DOCUMENT