Euronext // 2021 Universal Registration Document

Corporate Governance 4 Dutch Corporate Governance Code, “Comply or explain”

4.1 Dutch Corporate Governance Code, “Comply or explain”

Board who were appointed since Euronext became a listed company, Euronext fully complied with this best practice provision and will continue to do so for all future appointments; n Euronext did not apply best practice provision 2.1.7, item iii ( “for each shareholder, or group of affiliated shareholders, who directly or indirectly hold more than ten percent of the shares in the Company, there is at most one Supervisory board member who can be considered to be affiliated with or representing them” ). Three members of the Supervisory Board namely Diana Chan, Alessandra Ferone and Olivier Sichel, have been proposed by Euronext’s Reference Shareholders, who as a group acting via the Reference Shareholders’ Agreement held 23.81% of Euronext’s shares on 31 December 2021. This group of shareholders acts jointly in relation to certain voting matters and has been granted a declaration of non-objection by the Dutch Ministry of Finance. The background of the presence of three members in Euronext’s Supervisory Board who can be considered to be affiliated with or representing the Reference Shareholders is related to the request of the Euronext College of Regulators at the moment of its IPO in 2014 for it to have a number of stable, long-term shareholders who could propose one third of the members of the Supervisory Board. Provision of the Dutch Code regarding the remuneration policy of the Managing Board that Euronext did not apply in 2021: n Euronext did not apply best practice provision 3.1.2 vi (“…Shares should be held for at least five years after they are awarded”). However, starting 2021 and in order to be aligned with Dutch Corporate Governance Code recommendation and to strengthen the alignment of the Chief Executive Officer exposure to the Euronext development with the shareholders’ exposure, the Supervisory Board proposes to shareholders to introduce to the Managing Board Remuneration Policy an additional 2 years lock-up for the Chief Executive Officer resulting in a total five- year period from the date of grant and increased motivation for sustainable performance; n Euronext did not apply best pract ice provision 3.2.3 (“the remuneration in the event of dismissal should not exceed one year’s salary (the “fixed” remuneration component”). In the event of termination by the Company of a member of the Managing Board the Company has decided to align progressively all new Managing board members’ contracts on the same basis as was decided at the time of recruitment of the Chairman of the Managing Board in September 2015, and disclosed at the Shareholders’ Meeting of 27 October 2015: the limitation to twelve months of fixed salary as provided in the Dutch Corporate Governance Code has been balanced against the French AFEP- MEDEF Corporate Governance Code recommendations, which provide for a maximum termination indemnity of twenty-four months compensation, fixed and variable remuneration. The termination indemnity has been limited to twice the annual fixed

The Dutch Corporate Governance Code (“the Code”) became effective in 2016 and finds its statutory basis in Book 2 of the Dutch Civil Code. The Code applies to Euronext as it has its registered office in the Netherlands and its shares are listed on the regulated markets of Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris. A Dutch and an English version of the Code can be found at www.commissiecorporategovernance.nl. The Code is based on the notion that a company is a long-term alliance between the various stakeholders of the Company. Stakeholders are groups and individuals who, directly or indirectly, influence – or are influenced by – the attainment of the Company’s objectives: employees, shareholders and other lenders, suppliers, customers and other stakeholders. The Managing Board and the Supervisory Board have responsibility for weighing up these interests, generally with a view to ensuring the continuity of the Company and its subsidiaries, as the Company seeks to create long-term value. If stakeholders are to cooperate within and with the Company, they need to be confident that their interests are duly taken into consideration. Good entrepreneurship and effective supervision are essential conditions for stakeholder confidence in management and supervision. This includes integrity and transparency of the Managing Board’s actions and accountability for the supervision by the Supervisory Board. The Code is based on a “comply or explain” principle. Accordingly, companies are required to state the extent to which they comply with the principles and best practice provisions of the Code in the director’s report and, where it does not comply with them, why and to what extent it deviates from them. Euronext acknowledges the importance of good Corporate Governance and endeavors to comply with the provisions of the Code. However, there are a limited number of best practice provisions that it currently does not comply with, as further explained below. The fact that Euronext is not compliant with a number of best practice provisions is partly related to the fact that Euronext is an international company supervised since its creation in 2000 by a College of international Regulators, supervising Euronext on a joint basis, which has required some specific features which may interfere with the specific provisions of the Dutch Code. Euronext is active in a number of European jurisdictions, each with different laws, regulations, best practices, codes of conduct, regulatory guidelines and views.

Provisions of the Dutch Code regarding corporate law matters, that Euronext did not apply in 2021:

n Euronext did not fully apply best practice provision 2.2.1 ( “a Managing board member is appointed for a maximum period of four years” ). Some of the members of the Managing Board have been appointed before Euronext became a listed company. In accordance with applicable laws and regulations at the time of their appointment, these members were appointed for an indefinite term. With regard to the members of the Managing

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2021 UNIVERSAL REGISTRATION DOCUMENT