Euronext - 2020 Universal Registration Document

Selected Historical Consolidated Financial Information, Other Financial Information and Unaudited Pro Forma Combined Financial Information 5 Unaudited Pro Forma Combined Financial Information

NOTE 3. BUSINESS COMBINATIONS

Preliminary consideration transferred The Acquisition Agreement provides that at completion date Euronext N.V. will pay a total amount in cash of €4,325million plus an additional amount that reflects the cash generated between 1 July

2020 and the final acquisition date for a 100% equity consideration in Borsa Italiana Group. As of 31 December 2020 the additional amount would be €74 million, resulting in a total purchase consideration per 31 December 2020 of €4,400 million.

As of 31 December 2020

(in thousands of euros)

Purchase price

4,325,209

July-August cash ticker

28,272 46,116

September-December cash ticker

TOTAL CONSIDERATION (EQUITY ITEMS)

4,399,597

Preliminary purchase price allocation The preliminary allocation of the estimated purchase consideration (referred to in this prospectus as the preliminary purchase price allocation) is based upon estimates that Euronext N.V. believes are reasonable. As of the date of this Universal Registration Document, due to limited access to Borsa Italiana Group’s underlying financial- and other information, Euronext N.V. has not yet completed the detailed valuation studies necessary to arrive at the required estimates of the fair value for all of Borsa Italiana Group’s assets to be acquired and liabilities to be assumed in the acquisition. The preliminary purchase price allocation only includes an initial identification and valuation

of certain intangible assets. This initial identification and valuation focusses on the key revenue generating businesses of Borsa Italiana Group, as the other businesses were considered less relevant for the purpose of the preliminary purchase price allocation. Upon completion of the acquisition, the Combined Group will conduct a detailed valuation of all assets and liabilities as of the acquisition date in accordance with IFRS 3, and the fair values determined as a result of such detailed valuation may differ materially from the amounts presented herein. The following is a description of each significant preliminary fair value adjustment.

a. Preliminary goodwill The following table presents the calculation of preliminary goodwill at 31 December 2020:

As of 31 December 2020

(in thousands of euros)

Total consideration (equity items)

4,399,597 1,557,813 (1,288,974)

Total book value of Equity

Goodwill and intangibles on balance

Book value of equity excluding goodwill and existing intangibles

268,839 184,959

Adjustment for NCI* Excess purchase price

4,315,717 1,554,195 (343,492) 3,105,015

Preliminary Fair value of Borsa Italiana Group’s acquired intangible assets

Deferred taxes on preliminary fair value adjustments

Illustrative Goodwill

* Adjustment for NCI is based on preliminary calculations.

The estimated preliminary pro forma adjustment to the line Goodwill and other intangible assets (€3,370 million) is the sum of the Illustrative Goodwill (€3,105 million), the Preliminary Fair value of Borsa Italiana Group’s acquired intangible assets (€1,554 million)

and the derecognition of Goodwill and intangibles on balance (€1,289 million). Meanwhile, adjustments are presented on the components lines of the Total Equity to reflect the derecognition of the Total book value of Equity for a total amount of €1,558 million.

b. Preliminary Intangible assets The preliminary fair value adjustment to intangible assets is summarized below:

As of 31 December 2020

Useful life

(in thousands of euros)

Brands

94,974 142,417

Indefinite

Software

8 years

Customer relationships

1,316,804

12-40 years*

Preliminary Fair value of Borsa Italiana Group’s acquired intangible assets

1,554,195

* The majority of the customer relationships are amortised over a life at the higher end of the range.

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2020 UNIVERSAL REGISTRATION DOCUMENT