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

c. Deferred taxes For the purpose of the unaudited pro forma combined financial information, a deferred tax liability of €433.6 million has been estimated based on the preliminary fair values of the intangible assets and a tax rate of 27.9% (which is in line with the standard corporate income tax rate in Italy). The related periodic release of the deferred tax liability is recognized in “Income tax expense” for €15.6 million, for the year ended 31 December 2020. A previous deferred tax liability of €90.1 million has been de-recognized based on the de-recognition of previous intangible assets recognized by Borsa Italiana Group. The related periodic release of this previous deferred tax liability was de-recognized as well for an amount of €11.8 million for a net unaudited pro forma combined statement of profit or loss impact of €3.8 million. d. Non-controlling interest As part of the preliminary purchase price allocation also an initial estimate has been derived of the fair value of the non- controlling interests. This has resulted in a preliminary fair value of €185.0 million in comparison to a book value per 31 December 2020 of €66.0 million. been reflected in the unaudited pro forma combined statement financial position. All financing sources’ gross proceeds being subject to external factors, their expected value is based on the following assumptions: Equity The Private Placement is already fully secured with CDP Equity S.p.A and Intesa Sanpaolo S.p.A who respectively commit to the acquisition of 5,600,000 and 1,000,000 ordinary shares on the day of closing of the transaction. The subscription price for the Private Placement will be the lower of: i) volume-weighted average share price of the five last trading days before completion date and ii) volume-weighted average share price of the three calendar months before completion date, subject to an overall cap of €115.60. The proceeds from the Rights Offer will depend on the gross proceeds from the Private Placement for a combined Equity financing of €2,400 million. With a share nominal value of €1.6, the Equity financing would result in a €41.7 million increase in Issued Capital and a €2,325 million increase in Share premium. If the Private Placement and the Rights Offer are completed for less than the currently envisaged gross proceeds of €2,400 million, then the existing Bridge Loan will remain drawn in an amount corresponding to the shortfall. Assuming the Bridge Loan is drawn for the entire €2,400 million, such a drawing would result in a €11 million decrease in net profit compared to what has been reported in the Unaudited Pro Forma Combined Financial

The preliminary fair values of the intangible assets recognized in the Unaudited Pro Forma Combined Financial Information mainly consists of acquired customer relationships for €1,316.8 million and acquired software platforms and brands for respectively €142.4 million and €95.0 million. The customer relationships have been valued using the MEEM (“Multi-period Excess Earnings Method”) approach, the software platforms and brands have been valued using a Relief-from-Royalty (“RfR”) method. The related amortization charge is recognized in “Depreciation and amortisation” for €55.8 million in total, for the year ended 31 December 2020. Amortization has been calculated on the estimated preliminary fair value adjustments taking into account the estimated remaining useful life of the acquired assets. Their estimated remaining useful lives are based on a preliminary evaluation; as further evaluation is performed, there could be changes in the estimated remaining useful lives. Previous intangible assets recognized in Borsa Italiana Group Consolidated Financial Statements arising mostly from past acquisitions have been de-recognized for €1,289 million. They consist in goodwill for €965.9 million and intangible assets for €323.0 million. The related amortization charge of €40.5 million for the year ended 31 December 2020 have been derecognized for a net unaudited pro forma combined statement of profit or loss impact of €15.3 million. a. Financing The contemplated financing of the Transaction, as the date of this Universal Registration Document, includes: n €300 million of use of existing cash; n €2,400 million of new Equity to be issued, including (i) a private placement of 6.6 million newly issued shares to CDP Equity and Intesa Sanpaolo ( the Private Placement ) and (ii) a rights offer of €2,400 million less the proceeds of the Private Placement to Euronext N.V.’s existing shareholders (including CDP Equity S.p.A and Intesa Sanpaolo S.p.A) (the Rights Offer ); n €1,800 million of new debt to be issued (the Debt Issuance). The whole Transaction is backed by a fully underwritten Bridge Facilities in the amount of €4,400 million (as per the facilities agreement signed on the 7 th of October 2020) ( the Bridge Loan ). From an accounting perspective, the estimated preliminary consideration transferred amounts to €4,325 million plus an additional cash amount of €74 million that reflects the cash generated between 1 July 2020 and 31 December 2020. The total estimated transaction to be financed amounts to €4,400 million. The contemplated financing structure through cash, the issuance of equity and bonds is estimated to €4,500 million. The Unaudited Pro Forma Combined Financial Information has been prepared assuming the Private Placement, the Rights Offer and the Bond Issuance are completed for their entire amounts (€2.4 billion of Equity and €1.8 billion of Debt) as of the 1 January 2020. Accordingly, the Private Placement, the Rights Offer and the Bond Issuance have NOTE 4. OTHER PRO FORMA ADJUSTMENTS

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2020 UNIVERSAL REGISTRATION DOCUMENT