Euronext - 2020 Universal Registration Document

Corporate Governance 4 Remuneration Report of the Remuneration Committee

4.4.3

REMUNERATION COMPONENTS

4.4.3.1 2020 Benchmark Analysis In accordance with the Remuneration Policy, a benchmark analysis has been conducted (by a third-party provider in November 2020) against three different peer groups to assess compensation levels of the Group Chief Executive Officer. This benchmark has been performed based on the multi-panel analysis already conducted in 2019 but with the following adjustments: n direct competitors panel: we restricted the number of companies in order to increase the level of comparability based on the following parameters: similar activity, majority of European companies and only limited to listed company; n french panel, where the Group Chief Executive Officer is located: we looked at companies included in the Next20 index; n dutch panel: we restricted the market capitalisation magnitude. This analysis showed that the current target total compensation package is positioned below direct competitors and around the median of the French and Dutch Market. The detailed results are as follow: n Peer group 1: Direct competitors (1) n Target Total Direct Compensation was at 72% of the market median, n six listed companies compose this peer group with a market capitalisation between €2.7 and €30.6 billion as of November 2020 (median at €13.4b). n Peer group 2: Local Market (France) (2) n Target Total Direct Compensation was at 106% of the market median, n Next20 index compose this peer group with a market capital isation between €3.3 and €36.3 bi ll ion as of November 2020 (median at €9.7b). n Peer group 3: Local Market (the Netherlands – AEX Market) (3) n Target Total Direct Compensation was at 108% of the market median, n 10 companies compose this peer group with a market capital isation between €4.6 and €11.7 bi ll ion as of November 2020 (median at €7.9b).

4.4.3.2 Annual Fixed Salary (AFS) The AFS of the Managing Board is determined by the Supervisory Board upon the recommendation of the Remuneration Committee on the basis of benchmarking comparable companies in relevant markets and takes into account role, scope, accountability, and experience. Typically, AFS will be positioned at the median level of the peer Group benchmark in line with the overall job responsibilities of the individual members of the Managing Board. The AFS reflects the responsibility and scope of each role, taking into account seniority, experience and market practice. In 2020 the Remuneration Committee conducted its annual review of the Annual Fixed Salary levels of the members of the Managing Board and in accordance with the Remuneration Policy, a benchmark analysis has been conducted for the Group Chief Executive Officer to assess his compensation package against the three peer groups. For 2021, no significant adjustments to the Managing Board Annual Fixed Salary are proposed. Despite the significant impact of the coming integration of the Borsa Italiana Group, the Supervisory Board has considered an adjustment of the Group Chief Executive Officer’s Annual Fixed Salary to be premature and has postponed the review to next year, after the completion of the Proposed Combination, in line with the effective growth, transformation and additional complexity related to this significant transformational acquisition. See details of the Annual Fixed Salary per Managing Board member in section 4.4.4 – Remuneration of Managing Board Members for 2020 and previous years. 4.4.3.3 Short Term Incentive (STI) The STI for the Managing Board is paid on a yearly basis in cash. The objective of this STI is to ensure that the Managing Board is well incentivised to achieve operational performance targets aligned with the strategic initiatives in the shorter term. A member of the Managing Board is eligible for an annual variable component up to a certain percentage of the Annual Fixed Salary for on target performance. Starting in 2021, and in order to take into consideration Common Market practices the Supervisory Board proposed to adjust the Chief Executive Officer’s target to 100% of AFS versus 75% before, with an unchanged maximum pay-out at 150% in case of overachievement.

(1) Peer group 1: Direct competitors: Deutsche Boerse AG, London Stock Exchange group plc, NASDAQ, Inc., Cboe Global Markets Inc., Bolsas y Mercados Espanoles, ASX. (2) Peer group 2: Next20 index as of November 2020: Accor, Arkema, Bureau Veritas, Edenred, EDF, Eiffage, Eurofins Scientific, Gecina, GetLink, Klépierre, Orpea, Sartorius Stedim, Scor, Sodexo, Solvay, Suez, TechnipFMC, Ubisoft, Valeo, Wordline. (3) Peer group 3: Dutch companies: ABN Amro, AEGON, ASM International, ASR, Galapagos, IMCD, Koninklijke KPN, NN group, Randstad, URW.

134

2020 UNIVERSAL REGISTRATION DOCUMENT