Euronext - 2019 Universal Registration Document

Corporate Governance 4

Dutch Corporate Governance Code, “Comply or Explain”

4.1 Dutch Corporate Governance Code, “Comply or Explain”

best practice provision. It is envisaged that the full Managing Board’s members’ appointment terms are progressively harmonised to comply with this best practice provision; n Euronext did not apply best practice provision 2.1.7, item iii (“ for each shareholder, or group of affiliated shareholders, who directly or indirectly hold more than ten percent of the shares in the Company, there is atmost one Supervisory Boardmemberwho can be considered to be affiliated with or representing them ”). Three members of the Supervisory Board namely Luc Keuleneer, LieveMostrey and Franck Silvent, have been proposed by Euronext’s Reference shareholders, who as a group acting via the Reference shareholders’ Agreement hold 23.27% of Euronext’s shares. This group of shareholders acts jointly and has been granted a declaration of non-objection by the Dutch Ministry of Finance. The background of the presence of three members in Euronext’s Supervisory Board who can be considered to be affiliated with or representing the Reference shareholders is related to the request of the Euronext College of Regulators at the moment of its IPO in 2014 for it to have a number of stable, long- term shareholders who could propose one third of the members of the Supervisory Board. Provision of the Dutch Code regarding the remuneration policy of the Managing Board that Euronext did not apply in 2019: n Euronext did not apply best practice provision 3.1.2 vi (“… Shares should be held for at least five years after they are awarded”). Euronext has launched its 5-years LTI plan in 2015 with a three- years cliff vesting performance share plan to support its strategy. Euronext retained the flexibility as the one-size-fits-all principle could not apply, and adjusted this policy to its current needs of flexible monitoring and retention. Euronext executives are located in each of our European countries with specific lockup guidelines: the Netherlands, Ireland, France, the United Kingdom, Portugal and Belgium. n Euronext did not apply best practice provision 3.2.3 (“ the remuneration in the event of dismissal should not exceed one year’s salary [the “fixed” remuneration component ” ] ). In the event of termination by the Company of a member of the Managing Board the Company has decided to align progressively all Managing Board members’ contracts on the same line as was decided at the time of recruitment of the Chairman of the Managing Board in September 2015, and disclosed at the Shareholders’ Meeting of 27 October 2015: the limitation to twelve months of fixed salary as provided in the Dutch Corporate Governance Code has been balanced against the French AFEP-MEDEF Corporate Governance Code recommendations, which provide for amaximum termination indemnity of twenty-four months compensation, fixed and variable remuneration. The termination indemnity has been limited to twice the annual fixed salary, which is in line with the relevant best practices in the various other jurisdictions in which it is active. Managing Board members’ contracts have been amended to that effect.

The Dutch Corporate Governance Code (“the Code”) became effective in 2016 and finds its statutory basis in Book 2 of the Dutch Civil Code. The Code applies to Euronext as it has its registered office in the Netherlands and its shares are listed on the regulated markets of Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris. A Dutch and an English version of the Code can be found at www.commissiecorporategovernance.nl The Code is based on the notion that a company is a long-term alliance between the various stakeholders of the Company. Stakeholders are groups and individuals who, directly or indirectly, influence – or are influenced by – the attainment of the Company’s objectives: employees, shareholders and other lenders, suppliers, customers and other stakeholders. The Managing Board and the Supervisory Board have responsibility for weighing up these interests, generally with a view to ensuring the continuity of the Company and its subsidiaries, as the Company seeks to create long- term value. If stakeholders are to cooperate within and with the Company, they need to be confident that their interests are duly taken into consideration. Good entrepreneurship and effective supervision are essential conditions for stakeholder confidence in management and supervision. This includes integrity and transparency of the Managing Board’s actions and accountability for the supervision by the Supervisory Board. The Code is based on a “comply or explain” principle. Accordingly, companies are required to state the extent to which they comply with the principles and best practice provisions of the Code in the director’s report and, where it does not comply with them, why and to what extent it deviates from them. Euronext acknowledges the importance of good Corporate Governance and endeavors to comply with the provisions of the Code. However, there are a limited number of best practice provisions that it currently does not comply with, as further explained below. The fact that Euronext is not compliant with a number of best practice provisions is partly related to the fact that Euronext is an international company uniquely supervised since its creation in 2000 by a College of international Regulators, supervising Euronext on a joint basis, which has required some specific features which may interfere with the specific provisions of the Dutch Code. Euronext is active in a number of European jurisdictions, each with different laws, regulations, best practices, codes of conduct, regulatory guidelines and views. Provisions of the Dutch Code regarding corporate law matters, that Euronext did not apply in 2019: n Euronext did not fully apply best practice provision 2.2.1 (“ aManaging Board member is appointed for a maximum period of four years ”). The terms of appointment of the members of the Managing Board who had been appointed for an indefinite term before Euronext became a listed company have remained unchanged. With regard to the members of the Managing Board who were appointed since Euronext became a listed company, Euronext complied with this

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2019 UNIVERSAL REGISTRATION DOCUMENT