Euronext - 2020 Universal Registration Document

Operating and Financial Review 7 Overview

Term, Repayment and Cancellation The Facility matures in five years, respectively and initially included a two times one year extension possibility. In 2019, the Group signed a supplemental agreement, which set a new maturity of five years plus a two-year extension possibility. Euronext has the possibility to voluntarily cancel the Facility in whole or part or prepay amounts drawn. Interest Rates and Fees The Facility has borne an interest rate of EURIBOR plus a margin initially set at 0.25%, which increased to 0.30% on 31 May 2019. It should be noted that as at 31 December 2020, there was no outstanding advance drawn under the Facility. EURIBOR is floored at 0%. An extension fee of (i) 0.05% of the full amount is payable if Euronext requests that the initial maturity date be extended to the first relevant anniversary date or, (ii) 0.10% of the full amount of the relevant Instrument is payable if Euronext requests that the initial maturity date be extended to the second relevant anniversary date. A utilisation fee accrues on a daily basis at the following applicable rate per annum to be applied on the amount drawn: n if less than 33.33% of the total commitment under the Facility has been drawn at the relevant date, 0.10%; n if 33.33% or more (but less than 66.67%) of the total commitment under the Facility has been drawn at the relevant date, 0.20%; or n if 66.67% or more of the total commitment under the Facility has been drawn at the relevant date, 0.40%. Euronext must also pay customary commitment fees at a rate per annum equal to 35% of the then applicable margin for the relevant Instrument on each lender’s available commitment under the relevant Instrument during its availability period. Certain Covenants and Undertakings The Facility contains a number of additional undertakings and covenants that, among other things, restrict, subject to certain exceptions, Euronext ability to: n enter into any amalgamation, demerger, merger or corporate reconstruction, unless the Company remains the surviving entity; n make any substantial change to the general nature of Euronext business. Euronext is permitted, among other things, to dispose of assets in the ordinary course of trading on arm’s length terms for full market value without restriction, and otherwise where the aggregate fair value of the assets disposed of does not exceed 5% of Euronext consolidated total assets in any financial year. In case of a downgrading event of Euronext, belowBBB+ or equivalent by rating agencies, Euronext shall ensure that the leverage ratio as defined in the Bank Loan Agreement would not be greater than 3.5x. n grant security interests over their assets; n sell, transfer or dispose of certain assets; n make certain loans or grant certain credit;

Events of Default The Facility contains customary events of default, in each case with customary and appropriate grace periods and thresholds, including, but not limited to: n non-payment of principal or interest; n violation of financial covenants or other obligations; n representations or statements being materially incorrect or misleading; n cross-default and cross-acceleration relating to indebtedness of at least €50.0 million; n certain liquidation, insolvency, winding-up or bankruptcy events; n creditors’ process and attachment having an aggregate value of more than €25.0 million; n invalidity and unlawfulness; n cessation of business; n loss of any license required to carry on the Company’s or any material subsidiary’s business; and n repudiation by the Company of a finance document. Bridge Loan Facility and new Revolving Credit Facility On 7 October 2020, Euronext entered into a €4.4 billion bridge loan facility agreement with a group of banks to prefinance the acquisition of London Stock Exchange Group Holdings Italia S.p.A. (“Borsa Italiana Group”). The initial maturity date of this facility is 11 September 2021, which may be extended at the option of the issuer for two additional periods of six months each. The bridge loan facility bears an interest rate of EURIBOR plus an initial margin of 0.45%, that increases as the closing date of the acquisition moves further in time. As per 31 December 2020, no amounts were drawn under this facility. In case of a downgrading event of Euronext, belowBBB- or equivalent by rating agencies, Euronext shall ensure that the leverage ratio as defined in the Bridge Loan Facility Agreement would not be greater than 4x. On 7 October 2020, the Group entered into a new revolving credit facility agreement of €600.0 million conditional to the closing of the acquisition of the Borsa Italiana Group, that 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. This new revolving credit facility has a maturity of five years plus a two-year extension possibility and bears an interest rate of EURIBOR plus a margin dependent on rating. In case of a downgrading event of Euronext, belowBBB- or equivalent by rating agencies, Euronext shall ensure that the leverage ratio as defined in the Revolving Credit Facility Agreement would not be greater than 4x.

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2020 UNIVERSAL REGISTRATION DOCUMENT