Euronext // 2021 Universal Registration Document

Financial Statements

Notes to the Consolidated Financial Statements

NOTE 29 BORROWINGS

2021

2020

In thousands of euros

Non-current Borrowings

Senior Unsecured note #1(a) Senior Unsecured note #2 Senior Unsecured note #3 Senior Unsecured note #4 Senior Unsecured note #5

513,139 750,000 600,000 600,000 600,000 (21,929)

524,275 750,000

— — —

Discount, premium and issue costs

(3,623)

Amortisation discount, premium and issue costs

3,181

1,858

Other

—

—

TOTAL

3,044,391

1,272,510

Current Borrowings Bridge Loan Facility Accrued interest

—

—

17,359 17,359

8,243 8,243

TOTAL

(a) The Senior Unsecured Note #1 is carried at amortised cost and adjusted for fair value movements due to the hedged interest rate risk (see Note 23).

Bridge Loan Facility On 7 October 2020, Euronext entered into a €4,400 million bridge loan facility agreement with a group of banks to pre-finance the acquisition of the Borsa Italiana Group. The initial maturity date of this facility was 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 29 April 2021, the Group drew down an amount of €3,690 million from the facility to finance the acquisition of the Borsa Italiana Group (see Note 5). In May 2021, the Group repaid €3,610 million of the amount drawn from the facility by using the proceeds of the Bonds issue and Rights issue. The remainder of €80.0 million was repaid at the end of 2021. 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. Bonds Issue On 7 May 2021, Euronext successfully priced a three-tranche senior bond offering representing a total amount of €1,800 million. As of 17 May 2021, the bonds were admitted to trading on the regulated market of Euronext Dublin and were rated BBB by S&P. As well as on other electronic trading platforms, the 5, 10 and 20-year bonds will be available for trading on the MTS Bondvision and MTS BondsPro venues, which are now part of the Euronext product suite following the acquisition of Borsa Italiana Group. The bonds will be settled through VP Securities, Euronext’s Danish CSD. The offering will allow Euronext to extend its maturity profile and further diversify its debt investor base.

The main features of the issue are as follows: n Senior Unsecured Note #3: €600million Bond, maturing on 17 May 2026, with an annual coupon of 0.125%; n Senior Unsecured Note #4: €600million Bond, maturing on 17 May 2031, with an annual coupon of 0.750%; n Senior Unsecured Note #5: €600million Bond, maturing on 17 May 2041, with an annual coupon of 1.500%. The bonds issue included €18.6 million of directly attributable costs, which are subsequently accounted for under the Effective Interest Rate method. New Revolving Credit Facility On 29 April 2021, at closing of the acquisition of the Borsa Italiana Group, a new revolving credit facility agreement (“RCF”) of €600.0 million came into effect. The new RCF (entered into on 6 November 2020, conditional to the closing of the acquisition of the Borsa Italiana Group) replaced the Group’s previous RCF and 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 has a maturity of 5 years plus a two-year extension possibility and bears an interest rate of EURIBOR plus a margin dependent on rating. As per 31 December 2021, the facility remained undrawn. In case of a downgrading event of Euronext, belowBBB- or equivalent by rating agencies, Euronext shall ensure that the leverage ratio (Euronext total gross debt to EBITDA2) as defined in the Revolving Credit Facility Agreement would not be greater than 4x. The new RCF replaced the Group’s previous RCF of €400.0 million, that had a maturity of 5 years plus a two-year extension possibility and was bearing an interest rate of EURIBOR plus a margin of 0.30%, based on the “A-“rating.

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2021 UNIVERSAL REGISTRATION DOCUMENT