Euronext // 2021 Universal Registration Document

Operating and Financial Review

Overview

Bridge Loan Facility On 7 October 2020, Euronext entered into a €4.4 billion bridge loan facility agreement with a group of banks to pre-finance 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. On 23 April 2021, Euronext sent a utilisation request, to draw €3.690 million on the Bridge Loan Facility, as per 28 April 2021 to partially fund the purchase price of the Borsa Italiana Group due on 29 April 2021. As per 23 April 2021, Euronext sent a voluntary cancellation request based on the Bridge Facility Agreement to cancel the remaining €710 Million. 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 10 May 2021, Euronext sent a request for partial irrevocable voluntary repayment, for the amount of €1.820 million as per 14 May 2021. On 11 May 2021, Euronext sent a request for partial irrevocable voluntary repayment, for the amount of €1.790 million as per 17 May 2021. These partial repayments of the Bridge Loan Facility were funded from the proceeds of the rights issue and bond issues (reference). As per 17 May 2021 €80 million remained outstanding on the Bridge Loan Facility. Bonds 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) pre-finance 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 Standard & Poor’s rating agency, 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 €750 million. 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.

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 Revolving Facility Agreement would not be greater than 4x. 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 licence required to carry on the Company’s or any material subsidiary’s business; and n repudiation by the Company of a finance document. n grant security interests over their assets; n sell, transfer or dispose of certain assets; n make certain loans or grant certain credit;

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2021 UNIVERSAL REGISTRATION DOCUMENT