Euronext - 2020 Universal Registration Document

Corporate Governance

Management Structure

The table below contains information on the members of the Supervisory Board that has not been included above (also as at 31 December 2020).

Independent/ non-independent

End of current term

Name

Age

Gender Nationality

Profession Member since

Dick Sluimers

67 63 65 61 60 71 63 48 50

Male

Dutch

Economist

14/07/2016 15/03/2014 20/07/2015 06/06/2018 19/12/2014 06/06/2018 05/11/2019 03/11/2017 05/11/2019

Independent Independent Independent

2024 2022 2023 2022 2022 2022 2023 2021 2023

Manuel Ferreira da Silva

Male Portuguese

Banker

Jim Gollan

Male Male

British Belgian Belgian

Accountant Professor

Luc Keuleneer Lieve Mostrey Padraic O’Connor Nathalie Rachou

Non-independent Non-independent

Female

CEO

Male

Irish

Economist

Independent Independent

Female

French

Director

Franck Silvent

Male Male

French Managing Partner

Non-independent

Morten Thorsrud

Norwegian

Director

Independent

Euronext’s Articles of Association provide for an indemnity for each present or former member of the Managing Board and each present or former member of the Supervisory Board against all costs, charges, losses and liabilities incurred by them in the proper execution of their duties or the proper exercise of their powers in any such capacities in the Company including, without limitation, any liability incurred in defending proceedings in which judgment is given in their favour or in which they are acquitted, or which are otherwise disposed of without a finding or admission of material breach of duty on their part, other than cases of willful misconduct or gross negligence ( opzet of grove nalatigheid ). The Supervisory Board is supported by Euronext N.V.’s Company secretary, Paul Theunissen. Euronext N.V.’s registered address serves as the business address for all members of the Supervisory Board, being Beursplein 5, 1012 JW, Amsterdam, the Netherlands. Audit Committee As per 1 January 2020, the Audit Committee was composed of Jim Gollan, Kerstin Günther, Luc Keuleneer, Franck Silvent and Morten Thorsrud. Dick Sluimers was appointed to the Audit Committee on 14 May 2020. As per 31 December 2020, the Audit Committee was composed of Jim Gollan, Luc Keuleneer, Franck Silvent, Dick Sluimers and Morten Thorsrud. The committee has been chaired by Jim Gollan throughout 2020. The Audit Committee has a majority of independent members. The Audit Committees assists the Supervisory Board in supervising and monitoring the Managing Board by advising on matters such as the compliance by Euronext with applicable laws and regulations, Euronext’s disclosure of financial information, including its accounting principles, the recommendation for the appointment of Euronext’s external auditor to the general meeting, the recommendations from Euronext’s internal auditor and external auditor, and the review of the internal risk management and control systems and IT and business continuity safeguards, as well as technologies and security issues. Committees of the Supervisory Board

Three members of the Supervisory Board, namely Luc Keuleneer, Lieve Mostrey and Franck Silvent, were proposed by the Company’s Reference Shareholders, who as a group hold more than ten percent of the Company’s shares. The Company regards these three members of the Supervisory Board as non-independent within the meaning of the Dutch Corporate Governance Code. The background of the presence of three non-independent members in Euronext’s Supervisory Board is related to the wish of Euronext College of Regulators for Euronext to have a number of stable, long-term shareholders. Until 1 January 2020, Dutch law required large Dutch companies to pursue a policy of having at least 30% of the seats on both the Managing Board and the Supervisory Board held by men and at least 30% of those seats held by women. In September 2019, the Dutch “Sociaal Economische Raad” published a report advocating an integral approach and strict regulations when it comes to diversity “at the top”. The Dutch government fully adopted these recommendations. In November 2020 a legislative proposal was submitted to the Dutch Parliament expecting Dutch large companies to represent at least 30% of men and women on the Supervisory Board. This new bill also includes an obligation for large companies in general to strive for appropriate and ambitious targets for the top and sub top of the Company. Euronext, following the retirement of Kerstin Günther in May 2020, no longer meets the gender diversity targets with respect to the Supervisory Board, as only two of the nine remaining members are women. Euronext will continue to promote gender diversity within its Supervisory Board by taking into account all relevant selection criteria including, but not limited to, gender balance, with regard to future appointments. During 2020, no Supervisory Board member acted as a delegated Supervisory Boardmember, nor was any Supervisory Boardmember involved in Euronext’s management. As far as Euronext is aware, there were no transactions in which there were conflicts of interest with the members of the Supervisory Board that were of material significance to Euronext and/or to any of its subsidiaries during the 2020 financial year.

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2020 UNIVERSAL REGISTRATION DOCUMENT