Euronext - 2020 Universal Registration Document

General Description of the Company and its Share Capital 6 Share Classes and Major Shareholders

The Reference Shareholder directors have been appointed by the general meeting each for a term of four years. If the Reference Shareholders Agreement is terminated before the end of term of office of a Reference Shareholder director, his or her term of office shall lapse immediately after the day of the first general meeting of Euronext to be held after the date of termination of the Reference Shareholders Agreement. Committee of Representatives Each Reference Shareholder has appointed one representative and one alternate duly authorised to represent and act for and in the name of the relevant Reference Shareholder and any and all of its affiliates for all purposes of the Reference Shareholders Agreement, who shall be the contact person vis-à-vis the other Reference Shareholders and the Company. The representatives of all Reference Shareholders constitute the Committee of Representatives which decides on all matters requiring a joint decision of the Reference Shareholders. The decisions of the Committee of Representatives shall be binding upon all Reference Shareholders. Voting Depending on the decision concerned, the decisions of the Committee of Representatives shall be adopted by absolute majority of the votes cast or by qualified majority of two thirds of the votes cast, as indicated below. Each Reference Shareholder will have such number of votes equal to the aggregate number of Ordinary Shares held by the Reference Shareholder and its affiliates, provided that no Reference Shareholder shall at any time have one-third or more of the votes within the Committee of Representatives regardless of the number of Ordinary Shares held. In all instances where the Reference Shareholders Agreement calls for joint decision making of the Reference Shareholders in the general meeting, each Reference Shareholder will exercise, and will cause any of its affiliates to exercise, its voting rights in such Shareholders’ Meeting in accordance with the decision of the Committee of Representatives on the relevant subject. The Reference Shareholders agree to vote in accordance with the decision of the Committee of Representatives on any proposed shareholders’ resolutions. The following resolutions require a qualified majority of two thirds of the votes cast: n any issuance of Ordinary Shares by the Company or rights to acquire Ordinary Shares (and exclusion or limitation or preemption rights, as the case may be); n any decrease in the share capital of the Company; n any authorisation for the Company to acquire its own shares; n any issuance of securities other than Ordinary Shares, to the extent these give exposure to Ordinary Shares, including but not limited to hybrids and covered bonds; n any proposal to appoint, suspend or remove any member of the Supervisory Board (including but not limited to any Reference Shareholders director); n any going private transaction or other change of control of the Company;

n any major identity transforming transactions requiring shareholders’ approval pursuant to section 2:107a of the Dutch Civil Code; n any other major acquisitions or disposals not requiring approval under section 2:107a of the Dutch Civil Code; n any amendment of the Articles of Association of the Company; and n any proposal for legal merger, demerger, conversion or dissolution of the Company. n For the following resolutions, the adoption is by absolute majority of the votes cast: n any proposal to appoint, suspend or remove any member of the Managing Board; n adoption of the annual Financial Statements of the Company; n discharge of the members of the Managing Board and the Supervisory Board; and n any dividend or other distribution to shareholders. Termination The Reference Shareholders Agreement and all restrictions and requirements thereunder or pursuant thereto shall terminate upon the earlier of (i) expiry of the Restricted Period, unless extended by written agreement signed by all Reference Shareholders, subject to any regulatory declarations of no objection or regulatory approvals, (ii) the Company becoming bankrupt or being granted a (provisional) suspension of payment, and (iii) at any time after the Restricted Period, the aggregate shareholding of the Reference Shareholders becoming less than 21% of the issued share capital of the Company unless increased to at least 21% again within 30 days after such event. The Reference Shareholders Agreement is terminating on 21 June 2021. Letter Agreement In addition to the renewed Reference Shareholders Agreement, the Letter Agreement of 4 June 2014 between Euronext and its Reference Shareholders, as supplemented on 25 March 2015 and as amended and extended on 13 June 2017, has been amended and extended on 17 June 2019. The focus of the revised Letter Agreement dated 17 June 2019 is to strengthen the regular dialogue between Euronext and its Reference Shareholders, addressing (i) the right of the Reference Shareholders to retain one third of the Supervisory Board seats, (ii) the use by Euronext of the delegated authorities for the issuance/repurchase of shares, with the possible exclusion or restriction of preemption rights, (iii) the process of communication between Euronext and the Reference Shareholders, which includes periodical meetings on topics including strategy, governance and financing structure; and (iv) the involvement of the Reference Shareholders in the selection procedure in case of any vacancies for the CEO, the COO or Supervisory Board positions. As part of the contemplated acquisition of the Borsa Italiana Group (see section 1.2.2 – Update in 2020) , it is contemplated that the Letter Agreement will be amended in the context of the Combination.

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2020 UNIVERSAL REGISTRATION DOCUMENT