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

Effective Interest rate method (€6 million). The related amortization charge of €0.6 million for the year ended 31 December 2020 have been recognized on the line Depreciation and amortisation. Finally, the upcoming costs related to the bridge loan have been capitalized as non-current assets for €6.9 million to be amortized over the facility period. Expected Bridge Loan financial interest to be incurred for this period has been estimated to €1.3 million reflected as an adjustment of the Finance costs line. Euronext N.V.’s acquisition-related costs primarily comprise legal, financial and other advisory costs. By their nature, these costs are not expected to have a recurring impact on the performance of the Combined Group going forward and are accounted under the line “Exceptional items” in the unaudited pro forma combined statement of profit or loss. The Transaction costs (other than financing) incurred by Euronext N.V. as of December 31, 2020 have already been reflected in Euronext N.V.’s 2020 historical statement of profit or loss for an amount of €8.2 million before tax. The adjustment represents the estimated remaining transaction costs for Euronext N.V. to be incurred after December 31, 2020 until the closing of the Transaction, which amount to €31million. It has been reflected as an increase of the line “Exceptional items” in the unaudited pro forma combined statement of profit or loss. No material transaction costs were incurred by Borsa Italiana Group. c. Debt repayment and intragroup charges The Long-term loan from LSEG of €132.8 million that has been previously reclassified as Borrowing ( Note 1, a ) will be repaid within 90 days following completion of the Transaction. This operation is represented in the unaudited pro forma combined balance sheet by a negative impact on cash of €132.8 million. In the unaudited pro forma combined financial information, the former intragroup charges of costs between Borsa Italiana Group and LSEG are considered to be continued on the same basis between Borsa Italiana Group and Euronext or via transitional services agreement between Borsa Italiana Group and LSEG and therefore not leading to a pro forma adjustment. d. Tax The tax related adjustment of €3.6 million in the line Income tax expense represents the tax effect of the pro forma adjustments using a 25% tax rate corresponding to the corporate income tax rate in the Netherlands.

Information (corresponding to the additional interest expense over the 12-month period) for the 12-month period ended 31 December 2020, before tax. Bond For the Bond Issuance based on current market conditions, the interest rate served to Euronext N.V. for its €1,800 million Bond Issuance is estimated to be in the region 0.8% for a mid-term maturity. Such conditions would result in a €14.4 million increase of Financial interest expense over the 12-month period considered. Compared with the previous assumption, an increase of the interest rate by 10bp would result in a €16.2 million (+€1.8 million) increase in Financial interest expense over the 12-month period considered. In the opposite, a decrease of the interest rate by 10bp would result in a €12.6 million (-€1.8 million) increase in Financial interest expense over the 12-month period considered. If the Bond Issuance is completed for less than the currently envisaged gross proceeds of €1,800 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 €1,800 million such a drawing would result in a €3 million increase in net profit compared to what has been reported in the Unaudited Pro Forma Combined Financial Information (corresponding to the lower interest expense over the 12-month period for the use of the bridge loan compare to the bond issuance) for the 12-month period ended December 31, 2020, before tax. b. Transaction costs Transaction costs related to the financing and incurred as of 31 December 2020 are amounting to €4.9 million. To the extent it is not probable that some or all of the facility will be drawn down, the fees are capitalized as a prepayment for liquidity services and amortised over the period of the facility to which it relates. As a result, €1.0 million of bridge loan facility fees have been amortised through the income statement in 2020. The adjustment presented in the column “Other Pro Forma adjustments” represents the estimated remaining Financing costs for Euronext N.V. to be incurred after 31 December 2020 until the closing of the Transaction, which amount to €46.8 million. The costs that are directly attributable to the capital increases have been recognized as a deduction from equity, net of any related income tax benefit (€32.8 million). Those that are incremental to the bond issuance have been capitalized as a deduction from the debt amount and will be amortized over its maturity in accordance with the

Expenses as of 31 December 2020

Deductible

Tax impact at 25%

(in thousands of euros)

Depreciation and amortisation

(14,708) (14,400) (32,014)

No

–

Finance costs

Yes

3,600

Exceptional items

No

–

TAX RELATED ADJUSTMENT

3,600

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2020 UNIVERSAL REGISTRATION DOCUMENT