Euronext - 2020 Universal Registration Document

Operating and Financial Review

Overview

Net Cash Generated by Financing Activities Net cash generated by financing activities decreased by €-223.5 million, to €104.2 million for the year ended 31 December 2020, compared to a net cash generated by financing activities of €327.7 million for the year ended 31 December 2019. This decrease was mainly attributable to: n €-283.0 million of decreasing impact from proceeds from borrowings. This year’s impact relates to the tap offering on Bond (#2) for €250 million issued in June 2020, whereas the comparative period was impacted by the issued Bond (#2) including discount for €493.9 million and the temporary draw down of the RCF for €45.0 million; n €90.7 million of increasing impact from less repayments of borrowings. In 2020, no repayments of borrowings were made, whereas the comparative period was impacted by the repayment of the temporary draw down of the RCF for €45.0 million and the repayment of the bond loan included in the acquisition of Oslo Børs VPS of €45.7 million; n €-14.1 million of decreasing impact from transactions in own shares, mainly related to the share buyback program in 2020. Net cash generated by financing activities increased by €125.7million, to €327.7 million for the year ended 31 December 2019, compared to a net cash provided by financing activities of €202.0 million for the year ended 31 December 2018. This increase wasmainly attributable to: n €42.3 million of increasing impact from proceeds from borrowings, which relate to €493.9 million of proceeds from the Bond #2 issued on 4 June 2019 and a draw down of the RCF of €45.0 million in 2019, compared to the impact from the Bond #1 issued on 18 April 2018 for €496.6 million in 2018; n €74.3 million of increasing impact from less repayments of borrowings, which relate to the repayment of the draw down of the RCF for €45.0 million and the repayment of the bond loan included in the acquisition of Oslo Børs VPS of €45.7 million in 2019, compared to the repayment of the Bank Loan facility of €165.0 million in 2018; n €13.2 million of increasing impact, following less dividends paid to the shareholders of the Company in 2019, when compared to 2018. 7.1.11 FACILITIES AGREEMENT AND BONDS On 12 April 2017, the Group entered into a new revolving loan facility agreement (“the Facility”) amounting to €250 million, with BNP Paribas and ABN AMRO BANK N.V. as Lead Arrangers. This new Facility has replaced the revolving credit facility of €390 million. On 18 July 2017, the Group entered into a syndicated bank loan facility (“the Bank Loan”) with BNP Paribas and ABN AMRO BANK N.V. as Lead Arrangers, providing for €175 million. The Bank Loan has been drawn in the amount of €165 million on 9 August 2017 in order to (i) fund the acquisition of 89.8% of the shares and voting rights in FastMatch Inc and (ii) refinance the acquisition of 60% of the shares and voting rights in iBabs B.V. previously financed through the Facility. The Bank Loan and Facility are

together referred to as Instruments. As per 31 December 2017 a non-current borrowing of €165.0 million was recognised related to the Bank Loan. 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. The Bond issue included €2.9 million of Bond discount and €0.5 million of issue costs, which are subsequently accounted for under the Effective Interest Rate method. Following receipt of the proceeds of the issued Bond, the Group repaid the €165.0 million Bank Loan. On 4 June 2019, the Group issued a €500 million 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. The Bond issue included €6.1 million of Bond discount and issue costs, which are subsequently accounted for under the Effective Interest Rate method. On 22 June 2020, the Group successfully priced a tap offering of €250 million on its outstanding Senior Unsecured Note #2, rated A- by S&P, which is listed on Euronext Dublin. Settlement of this tap offering was made on 29 June 2020. This tap offering will mature in June 2029. This increases the total principal amount bearing interest at an annual rate of 1.125% to €750million. 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. The Bond issue included €5.7 million of Bond premium and issue costs, which are subsequently accounted for under the Effective Interest Rate method. On 8 April 2019, the Group signed a supplemental agreement with nine banks to amend the €250million Facility originally dated 12 April 2017. This new agreement enabled the Group to increase the Facility to €400.0million and set a newmaturity of five years plus a two-year extension possibility. The revolving credit facility agreement allows the Group to apply all amounts borrowed by it towards (i) general corporate and/or working capital purposes of the Group, (ii) satisfaction of the consideration payable for an acquisition and/or (iii) the payment of fees, costs and expense incurred in relation to an acquisition. The revolving credit facility bears an interest rate of EURIBOR plus amargin initially set at 0.25%, which increased to 0.30% on 31 May 2019, based on the “A-” rating. It should be noted that as at 31 December 2020, no advances have been drawn under the revolving credit facility. During the year, the Group had temporarily drawn €45.0 million which it used for repayment of the bond loan, that was included in the acquisition of Oslo Børs VPS. The Group repaid this €45.0million at the end of 2019. Euronext is required to maintain compliance with a maximum leverage ratio if the credit rating would drop below BBB+. The maximum leverage ratio measures Euronext total gross debt to EBITDA (1) (as such terms are defined in the Facilities Agreement). Euronext is required tomaintain a leverage ratio of nomore than 3.5x.

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(1) EBITDA as defined in the Facilities Agreement.

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2020 UNIVERSAL REGISTRATION DOCUMENT