Euronext - 2020 Universal Registration Document

Operating and Financial Review 7 Overview

Group repaid the €165.0 million “Bank Loan facility”. The existing €250.0 million “Facility” agreement remained unchanged and matures on 12 April 2022, with a two times one year extension possibility. On 8 April 2019, the Group signed a supplemental agreement with nine banks to amend the €250 million “Facility” agreement originally dated 12 April 2017. This new agreement enabled the Group to increase the “Facility” to €400.0 million and set a new maturity of five years plus a two-year extension possibility. On 4 June 2019, the Group issued another €500million Bond (’Senior Unsecured Note #2’) to (i) prefinance the outstanding shares of Oslo Børs VPS Holding ASA not already owned by the Group and (ii) for general corporate purposes in line with the Group’s strategy. The Bond has a ten year maturity, with an annual coupon of 1.125%. On 12 June 2019 the Bond, rated “A-” by S&P Global Ratings Limited, was listed on Euronext Dublin. On 22 June 2020, the Group successfully priced a tap offering of €250 million on its outstanding Senior Unsecured Note #2. This increases the total principal amount bearing interest at an annual rate of 1.125% to €750 million, maturing in June 2029. The proceeds of the issue were used to (i) finance the acquisition of the outstanding shares of VP Securities AS and (ii) for general corporate purposes in line with the Group’s strategy. Reference is made to section 7.1.11 – Facilities Agreement and Bonds for more details on the Facility and the Bonds. Acquisitions of Subsidiaries The following acquisitions of subsidiaries were made in 2020: n Acquisition of Nord Pool Holding AS On 15 January 2020, Euronext completed the acquisition of 66% of the share capital and voting rights in Nord Pool, which runs a leading physical power market in Europe. The total purchase consideration of the transaction amounted to €65.4 million. n Acquisition of VP Securities AS On 3 August 2020, the Group acquired 85.2%of the outstanding share capital in VP Securities AS, the Danish national Central Securities Depository operator, for consideration of DKK 969.5 million, or €130.2 million. This represented a controlling interest of 86.8% (including 1.6% of treasury shares) in VP Securities AS. Subsequent to the transaction, the Group acquired the remaining 13.2% minority stake, making the Group the beneficial owner of 100% of the VP Securities AS shares as per 23 October 2020. n Acquisition of BlackWoodpecker Software Oy (“Ticker Software”) On 2 June 2020, the Group acquired 100% of the share capital in Black Woodpecker Software Oy, a regulatory technology specialist from Finland, for a cash consideration of €1.7 million, plus a contingent consideration payable depending on future financial performance. n Acquisition of Troisième Sens (“3Sens”) On 8 July 2020, the Group acquired 100% of the share capital in Troisième Sens (“3Sens”), a webcast and corporate events specialist in France, for a cash consideration of €1.6 million.

As part of its Let’s Grow Together 2022 strategic plan, Euronext aims at pursuing operating efficiency while maintaining a best-in-class cost discipline and investing in operational excellence. Infrastructure optimisation: Euronext makes continuous efforts to improve its asset utilisation. Together with a rationalisation of the number of sites and the set-up of Euronext’s IT team in Porto, it continues its effort to reinforce the culture of efficiency. Restructuring costs incurred to realise the efficiencies described above are classified as “Exceptional items” in the Income statement, for a total of €4.3 million in 2020 (2019: €5.7 million). This expense is included in the total amount of exceptional items of €17.3 million in 2020 (2019: €21.9million), disclosed in Note 12 of the Consolidated Financial Statements. Derivatives Clearing Agreement On 14 October 2013, Euronext entered into the Derivatives Clearing Agreement with LCH SA in respect of the clearing of trades on its continental Europe derivatives markets. Under the terms of the Derivatives Clearing Agreement, effective starting 1 April 2014, Euronext has agreed with LCH SA to share revenues. Euronext receives a share of clearing income based on treasury services and the number of derivatives trades cleared through LCH SA, in exchange for which Euronext pays LCH SA a fixed fee plus a variable fee based on derivatives trading volume. The termof the existing Derivatives Clearing Agreement was through 31 December 2018. On November 2017, Euronext announced the signing of the renewal of its agreement with LCH SA on the continued provision of derivatives and commodities clearing services for a period of 10 years. For the year ended 31 December 2018, revenues derived from the Derivatives Clearing agreement are €55.3 million and the associated expense is €28.3 million. For the year ended 31 December 2019, those revenue are €55.2 million and the associated expense is €28.1 million. For the year ended 31 December 2020, those revenue are €67.1 million and the associated expense is €33.1 million. Facilities Agreements and Bonds On 23 March 2017, the Group repaid the remaining outstanding non- current borrowing of €70 million, enabling the Group to terminate its term loan facility, which was supposed to mature on 23 March 2018. The Group also terminated its €390 million revolving credit facility agreement and entered into a new €250 million revolving credit facility (“The Facility”) on 12 April 2017. The Group signed a new bank loan facility (“The Bank Loan facility”) as per 18 July 2017 with five banks to the amount of €175 million and accordion of €125 million. The new bank loan facility was used to fund the acquisitions of iBabs B.V. and FastMatch Inc., resulting in the recognition of a non-current borrowing of €165.0 million as per 31 December 2017. On 18 April 2018, the Group issued a €500 million Bond (“Senior Unsecured Note #1”) to refinance its 2017 and 2018 acquisitions and diversify its financing mix. The Bond has a seven year maturity, with an annual coupon of 1%. On 18 April 2018 the Bond, rated “A” by Standard & Poor’s rating agency, was listed on Euronext Dublin. Following receipt of the proceeds of the issued Bond, the

186

2020 UNIVERSAL REGISTRATION DOCUMENT