Euronext - 2019 Universal Registration Document

Operating and financial review 7 Overview

An extension fee of (i) 0.05% of the full amount is payable if Euronext requests that the initial maturity date be extended to the first relevant anniversary date or, (ii) 0.10% of the full amount of the relevant Instrument is payable if Euronext requests that the initial maturity date be extended to the second relevant anniversary date. A utilisation fee accrues on a daily basis at the following applicable rate per annum to be applied on the amount drawn: n if less than 33.33% of the total commitment under the Facility has been drawn at the relevant date, 0.10%; n if 33.33% or more (but less than 66.67%) of the total commitment under the Facility has been drawn at the relevant date, 0.20%; or n if 66.67% or more of the total commitment under the Facility has been drawn at the relevant date, 0.40%. Euronext must also pay customary commitment fees at a rate per annum equal to 35% of the then applicable margin for the relevant Instrument on each lender’s available commitment under the relevant Instrument during its availability period. Certain Covenants and Undertakings The Facility contains a number of additional undertakings and covenants that, among other things, restrict, subject to certain exceptions, Euronext ability to: n enter into any amalgamation, demerger, merger or corporate reconstruction, unless the Company remains the surviving entity; n make any substantial change to the general nature of Euronext business. Euronext is permitted, among other things, to dispose of assets in the ordinary course of trading on arm’s length terms for full market value without restriction, and otherwise where the aggregate fair value of the assets disposed of does not exceed 5% of Euronext consolidated total assets in any financial year. In case of a downgrading event of Euronext, below BBB+ or equivalent by rating agencies, Euronext shall ensure that the leverage ratio as defined in the Bank Loan Agreement would not be greater than 3.5x. Events of Default The Facility contains customary events of default, in each case with customary and appropriate grace periods and thresholds, including, but not limited to: n non-payment of principal or interest; n violation of financial covenants or other obligations; n representations or statements being materially incorrect or misleading; n cross-default and cross-acceleration relating to indebtedness of at least €50.0 million; n certain liquidation, insolvency, winding-up or bankruptcy events; n grant security interests over their assets; n sell, transfer or dispose of certain assets; n make certain loans or grant certain credit;

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. The Bond issue included €2.9 million of Bond discount and €0.5 million of issue costs, which are subsequently accounted for under the Effective Interest Rate method. Following receipt of the proceeds of the issued Bond, the Group repaid the €165.0 million Bank Loan. On 4 June 2019, the Group issued a €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. The Bond issue included €6.1 million of Bond discount and issue costs, which are subsequently accounted for under the Effective Interest Rate method. On 8 April 2019, the Group signed a supplemental agreement with nine banks to amend the €250 million Facility 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. The revolving credit facility agreement allows the Group to apply all amounts borrowed by it towards (i) general corporate and/ or working capital purposes of the Group, (ii) satisfaction of the consideration payable for an acquisition and/or (iii) the payment of fees, costs and expense incurred in relation to an acquisition. The revolving credit facility bears an interest rate of EURIBOR plus a margin initially set at 0.25%, which increased to 0.30% on 31 May 2019, based on the “A-” rating. It should be noted that as at 31 December 2019, no advances have been drawn under the revolving credit facility. During the year, the Group had temporarily drawn €45.0 million which it used for repayment of the bond loan, that was included in the acquisition of Oslo Børs VPS. The Group repaid this €45.0 million at the end of 2019. Euronext is required to maintain compliance with a maximum leverage ratio if the credit rating would drop below BBB+. The maximum leverage ratio measures Euronext total gross debt to EBITDA (1) (as such terms are defined in the Facilities Agreement). Euronext is required tomaintain a leverage ratio of nomore than 3.5x. Term, Repayment and Cancellation The Facility matures in five years, respectively and initially included a two times one year extension possibility. In 2019, the Group signed a supplemental agreement, which set a new maturity of five years plus a two-year extension possibility. Euronext has the possibility to voluntarily cancel theFacility inwhole or part or prepay amounts drawn. Interest Rates and Fees The Facility has borne an interest rate of EURIBOR plus a margin initially set at 0.25%, which increased to 0.30% on 31 May 2019. It should be noted that as at 31 December 2019, there was no outstanding advance drawn under the Facility. EURIBOR is floored at 0%.

(1) As defined in section 7.1.1 as EBITDA 2 .

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2019 UNIVERSAL REGISTRATION DOCUMENT