Euronext - 2020 Universal Registration Document

Corporate Governance

Remuneration Report of the Remuneration Committee

4.3.6 REPORT REMUNERATION COMMITTEE As per 1 January 2020, the Remuneration Committee was composed of Nathalie Rachou, Manuel Ferreira da Silva, Lieve Mostrey, Padraic O’Connor and Dick Sluimers. The composition of the Committee remained the same and it was chaired by Nathalie Rachou throughout 2020. The Remuneration Committee held eleven meetings in 2020, where the Committee: n undertook a review of the Remuneration Structure for the Managing Board, including a dedicated benchmark analysis for the CEO of Euronext with adjusted peer groups as detailed in the Remuneration report (see section 4.4 Remuneration Report) ; n proposed compensation for the Supervisory Board; n analysed as every year the outcome of the annual performance criteria, their impact on short term incentive, long term incentive and total compensation of the members of the Managing Board, and proposed subsequent decisions to the Supervisory Board; n reviewed as every year the total cost of the approved compensation programs for all employees, and proposed subsequent decisions to the Supervisory Board.

4.3.7

REPORT NOMINATION AND GOVERNANCE COMMITTEE

As per 1 January 2020, the Nomination and Governance Committee was composed of Dick Sluimers, Manuel Ferreira da Silva, Lieve Mostrey, Padraic O’Connor and Nathalie Rachou. The composition of the Committee remained the same and it has been chaired by Dick Sluimers throughout 2020. The Nomination and Governance Committee met fourteen times in 2020. Topics that were discussed in the Committee’s meetings included the evaluation and assessment of the Managing Board, the evaluation and assessment of the Supervisory Board, the composition of the Managing Board, the composition and rotation schedule of the Supervisory Board and succession planning. FINANCIAL STATEMENTS The Managing Board has prepared the 2020 Financial Statements and has discussed these with the Supervisory Board. The Financial Statements will be submitted for adoption at the 2021 Annual General Meeting as part of the Universal Registration Document. 4.3.8 2021 Remuneration Policy The Company’s major investors, and proxy advisors representing institutional shareholders, have been consulted throughout the year. Euronext has engaged actively with its shareholders in 2020. In addition to the ordinary annual roadshow programme, the Group engaged with shareholders ahead of the two general meetings held during the year. Discussions were held notably about the Borsa Italiana Group Proposed Combination, improvement of the Remuneration Policy, governance and ESG objectives and achievements. Ahead of these two general meetings, more than 60% of Euronext’s shareholders were engaged with or contacted in the first half of 2020, and approximately 40% were engaged in the second half of 2020. The Chairwoman of the Remuneration Committee and the Chairman of the Supervisory Board attended some of these meetings. In order to address the questions raised during those meeting on Remuneration Policy and Remuneration Report, and following the 2020 AGM voting results, Euronext has hired external advisors to improve transparency and disclosure, to further align with market practice, and to improve shareholder dialogue and engagement, ahead of AGMs. The Remuneration Committee held eleven meetings during 2020, and undertook a review of the remuneration structure for the Managing Board, including an updated benchmark analysis for the Group Chief Executive Officer with adjusted peer groups as detailed in this Remuneration report.

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4.4 Remuneration Report of the Remuneration Committee

4.4.1

2020 REPORT

4.4.1.1 Statement by the Chairwoman of the Remuneration Committee

Nathalie Rachou , Chairwoman of the Remuneration Committee

On behalf of the board, I am pleased to present the Remuneration report for the financial year ending 31 December 2020. The advisory vote on the 2019 Remuneration report was positive with 95.37% favourable votes. The Remuneration Committee and the Supervisory Board are committed to continue to reinforce our reporting year by year, complying with the latest rules, regulations and guidance, including the Shareholder Rights Directive and related Dutch implementation Act. This report has been prepared by the Remuneration Committee and was approved by the Supervisory Board.

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2020 UNIVERSAL REGISTRATION DOCUMENT