Euronext - 2020 Universal Registration Document

Selected Historical Consolidated Financial Information, Other Financial Information and Unaudited Pro Forma Combined Financial Information

Unaudited Pro Forma Combined Financial Information

5.3.2 BASIS OF PREPARATION The Transaction will be accounted for using the acquisition method of accounting in accordance with IFRS 3 “Business Combinations” (“IFRS 3”) (see note 3), with Euronext N.V. as the acquirer of Borsa Italiana Group. Under IFRS 3, the acquisition method of accounting applies the fair value concepts defined in IFRS 13 “Fair Value Measurement” and requires, among other things, that the assets acquired and the liabilities assumed in a business combination be recognized by the acquirer at their fair values as of the acquisition date, with any excess of the purchase consideration over the fair value of identifiable net assets acquired recognized as goodwill. The computation of the preliminary consideration transferred and purchase accounting presented herein are preliminary and were made solely for the purpose of preparing this Unaudited Pro Forma Combined Financial Information (see note 3). Euronext N.V. anticipates that the fair value measurements assigned to the assets acquired and liabilities assumed will be finalized during the one-year measurement period following the date of consummation of the acquisition. Differences between the preliminary purchase price allocation presented herein and the final acquisition accounting may occur and these differences could have a material impact on the accompanying Unaudited Pro Forma Combined Financial Information and the Combined Group’s future results of operations and financial position. The Unaudited Pro Forma Combined Financial Information is presented in thousands of Euros, except where stated otherwise. The Unaudited Pro Forma Combined Financial Information is derived from: n Euronext N.V. ’s audited Consolidated Financial Statements as of and for the year ended 31 December 2020 prepared in accordance with IFRS as adopted by the European Union, and Part 9 of Book 2 of the Dutch Civil Code. Ernst & Young Accountants LLP, independent auditors, have audited the Consolidated Financial Statements, and have issued an unqualified independent auditor’s report thereon. The Consolidated Financial Statements and the independent auditor’s report are included in this Universal Registration Document in Chapter 8 and Chapter 9.2 respectively; n financial information relating to the Borsa Italiana Group has been extracted without material adjustment from the audited Consolidated Financial Statement of the Borsa Italiana Group as of, and for, the financial year ended 31 December 2020 prepared in accordance with IFRS as adopted by the European Union. EY S.p.A., independent auditors, have audited the Consolidated Financial Statements, and have issued an unqualified independent auditor’s report thereon. Reference is made to the Annex of this Universal Registration Document for more details. The Unaudited Pro Forma Combined Financial Information is prepared in accordance with Annex 20 of Commission Delegated Regulation (EU) 2019/980 supplementing Regulation (EU) 2017/1129, and related ESMA Guidelines. The pro forma adjustments

included in the Unaudited Pro Forma Combined Financial Information are limited to those that are (i) directly attributable to the Transaction and (ii) factually supportable. The Unaudited Pro Forma Combined Financial Information does not reflect items such as Euronext N.V.’s expected synergies or operating efficiencies that may result from the Transaction or restructuring and integration costs that may be incurred as a result of the Transaction. The Unaudited Pro Forma Combined Financial Information is based upon certain assumptions that Euronext N.V. believes are reasonable at the date of the Universal Registration Document and in the context of the Acquisition Agreement. Euronext N.V. has performed a preliminary review of Borsa Italiana Group IFRS disclosures and accounting policies to determine whether any adjustments were necessary to ensure comparability in the Unaudited Pro Forma Combined Financial Information. Certain reclassifications were made to amounts in Borsa Italiana Group’s Consolidated Financial Statements to align with Euronext N.V.’s presentation as described further in Note 1 to the Unaudited Pro Forma Combined Financial Information. Furthermore, certain adjustments were made to amounts in Borsa Italiana Group’s Consolidated Financial Statements to align with Euronext N.V.‘s accounting policies as described in Note 2 to the Unaudited Pro Forma Combined Financial Information. Although it is believed that the adjustments to Borsa Italiana Group historical consolidated financial statements represent the known material adjustments to conform to Euronext N.V.’s accounting policies, the accompanying unaudited pro forma adjustments are preliminary and are subject to further adjustments as additional information becomes available and as additional analyses are performed (see Note 2). After completion of the Transaction, a further detailed analysis of Euronext N.V.’s and Borsa Italiana Group’s accounting policies will be conducted. As a result of that comparison, additional differences between the two companies may be identified with respect to recognition, measurement or presentation. During 2020, Euronext N.V. acquired (a) on 15 January 2020 Nord Pool AS, (b) on 4 August 2020 VP securities A/S, (c) on 2 June 2020 Black Woodpecker Software Oy and (d) on 8 July 2020 Troisième Sens SAS for a combined consideration of €197 million. These acquisitions are reflected in the consolidated balance sheet of Euronext N.V. as of 31 December 2020 and from their respective acquisition dates in the Consolidated Statement of profit or loss of Euronext N.V. for the year ended 31 December 2020. They do not represent a significant gross change to the assets and liabilities and earnings of Euronext N.V. and are not subject to further pro forma adjustments in the Unaudited Pro Forma Combined Financial Information presented hereby. Given all assumptions made and the assessments performed are on a preliminary basis for the purpose of the Unaudited Pro Forma Combined Financial Information, the actual financial position and results of operations of the Combined Group in the future may materially differ from these pro forma amounts as additional information becomes available and as additional analyses are performed.

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2020 UNIVERSAL REGISTRATION DOCUMENT