Euronext - 2019 Universal Registration Document

Presentation of the Group 1 Regulation

1.4 Regulation

1.4.1 OVERVIEW Euronext is an organisation that provides exchange listing, trading, post-trade and related services in Europe. The Company operates exchanges in seven European countries (Belgium, France, Ireland, the Netherlands, Norway, Portugal and the United Kingdom). Each of the European exchanges and/or its respective operator holds an exchange licence granted by the relevant national exchange regulatory authority and operates under its supervision. Each market operator is subject to national laws and regulations and other regulatory requirements imposed by exchange authorities, central banks and finance ministries as appropriate. The seven national regulatory authorities coordinate their regulation and supervision of the regulated markets operated by the Euronext group through the “Euronext College of Regulators”, acting pursuant to memoranda of understanding which Euronext has committed to respect. The Company also operates two Central Securities Depositories (“CSDs”), in Portugal and in Norway. The Portuguese CSD (Interbolsa) holds a license under the European Union Central Securities Depository Regulation (Regulation [EU] 909/2014, “CSDR”) granted by its national competent authority (Comissão do Mercado de Valores Mobiliários, “CMVM”) and operates under its supervision. The Norwegian CSD (VPS) is applying to also obtain the CSDR authorisation from its national competent authority (NFSA – Finanstilsynet). 1.4.2 EUROPEAN REGULATION The regulatory framework in which Euronext operates is substantially influenced and governed by European directives and regulations in the financial services area, many of which have been adopted pursuant to the Financial Services Action Plan, which was adopted by the European Union in 1999 to create a single market for financial services. This has enabled and increased the degree of harmonisation of the regulatory regime for financial services, public offers, listing and trading, amongst other activities. Markets and Trading There are currently two key pieces of European legislation that govern the fair and orderly operation of markets and trading: the MiFID II/MiFIR and the MAR/MAD II frameworks (both defined as below). The MiFID II/MiFIR framework includes the Markets in Financial Instruments Directive (Directive 2014/65/EU, “MiFID II”) and the Markets in Financial Instruments Regulation (Regulation [EU] No 648/2012, “MiFIR”) and has been applicable since 3 January 2018. The objective is to make European financial markets more transparent and to strengthen investor protection. The MAR/MAD II framework includes the Market Abuse Regulation (Regulation [EU] No 596/2014, “MAR”) and the Directive on criminal sanctions for market abuse (Directive 2014/57/EU “MAD II”) and has been applicable since 3 July 2016. The objective is to guarantee

the integrity of European financial markets and increase investor confidence. The concept of market abuse typically consists of insider dealing, unlawful disclosure of inside information, and market manipulation.

Clearing and Settlement

EMIR The European Union Market Infrastructure Regulation (Regulation [EU] No 648/2012, “EMIR”) is primarily focused on the regulation of CCPs and includes the obligation for standardised OTC derivative contracts to be cleared through a CCP. EMIR came into effect on 16 August 2012. CSDR CSDR sets out uniform requirements for the settlement of financial instruments and rules on the organisation and conduct of CSDs in order to ensure secure, efficient and timely settlement of transactions. Interbolsa obtained authorisation under CSDR on 12 July 2018 and Verdipapirsentralen ASA will apply for authorisation by June 2020. Euronext, through Interbolsa, has also participated in the ECB’s TARGET 2 Securities (T2S) platform, since March 2016. T2S brings substantial benefits to the European post-trading industry by providing a single pan-European platform for securities settlement in central bank money. Listing The rules regarding public offerings of financial instruments and prospectuses, as well as on-going disclosure requirements for listed companies, are set out in the Prospectus Regulation (Regulation [EU] 2017/1129) and the Transparency Directive (Directive 2004/109/EC as most recently amended by Directive 2013/50/EU), as implemented in the countries in which Euronext operates. Companies seeking to list their securities on Euronext’s regulated markets must prepare a listing prospectus in accordance with the requirements of the Prospectus Regulation, comply with the requirements of Euronext Rulebook I, the harmonised rulebook for the Euronext Market Subsidiaries, and any additional local listing requirements in Rulebook II. Following admission, they must comply with the on-going disclosure requirements set forth by the competent authority of their home Member State. The objective of the Transparency Directive is to harmonise the transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market in the EU. Indices Euronext as an indices administrator has to comply with the Benchmark Regulation (Regulation [EU] 2016/1011, “BMR”) which has been applicable since 1 January 2018.

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2019 UNIVERSAL REGISTRATION DOCUMENT