EURONEXT_Registration_Document_2017

GENERAL DESCRIPTION OF THE COMPANY AND ITS SHARE CAPITAL

Transparency Directive

4.10 Transparency Directive

Directive 2004/109/EC (as amended by Directive 2013/50/EU, the “Transparency Directive”) as a consequence of which it is subject to the Dutch Financial Supervision Act in respect of certain on- going transparency and disclosure obligations upon admission to listing and trading of its shares on Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris.

After the admission to listing of its shares on Euronext Amsterdam, Euronext Brussels and Euronext Paris on 20 June 2014, and on Euronext Lisbon on 17 September 2014, Euronext became a listed public limited liability company ( naamloze vennootschap ) incorporated and existing under the laws of the Netherlands. The Netherlands is Euronext’s home member state for the purposes of

4.11 Dutch Financial Reporting Supervision Act

(i) make available further explanations as recommended by the AFM, (ii) provide an explanation of the way it has applied the applicable financial reporting standards to its financial reports or (iii) prepare Euronext’s financial reports in accordance with the Enterprise Chamber’s instructions. This Registration Document also concerns the annual financial reporting within the meaning of 5:25c(2) of the Dutch Financial Supervision Act. The section “Risk” and the Chapters 1, 2 (excluding 2.3 and 2.4), 3, 4 and 5 concern the directors’ report within the meaning of 2:391 of the Dutch Civil Code, the statement of the managing board has been included in Chapter 2.2.3 and the financial statements in Chapter 6.

The Dutch Financial Reporting Supervision Act ( Wet toezicht financiële verslaggeving ) the (“FRSA”) applies to financial years starting from 1 January 2006. On the basis of the FRSA, the AFM supervises the application of financial reporting standards by, among others, companies whose corporate seat is in the Netherlands and whose securities are listed on a Dutch Regulated Market or foreign stock exchange. Pursuant to the FRSA, the AFM has an independent right to (i) request an explanation from Euronext regarding its application of the applicable financial reporting standards and (ii) recommend to Euronext the making available of further explanations. If Euronext does not comply with such a request or recommendation, the AFM may request that the Enterprise Chamber order Euronext to

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4.12 Dividends and Other Distributions

and as long as the Company is in position to pay this dividend while meeting all its various duties and obligations Following the early repayment of its previous term loan facility on 23 March 2017 (See section 5.1.10), and under the conditions of the new bank loan facility in which the Group entered on 18 July 2017, Euronext is no longer restricted to distributions, share repurchases or share redemptions. Repurchase of shares for the needs of the Employee Offering and employee shareholding and management incentive programs that Euronext may implement from time to time, which may be offered for free or at a discount and repurchase of shares in accordance with liquidity or market making programmes are not restricted within the Facilities Agreement. Euronext may make a distribution of dividends to its shareholders only after the adoption of Euronext’s statutory annual accounts demonstrating that such distribution is legally permitted. The profit, as this appears from the adopted annual accounts, shall be at the free disposal of the General Meeting, provided that the General Meeting

Euronext may make distributions to its shareholders only insofar as its shareholders’ equity exceeds the sum of the paid-in and called- up share capital plus the reserves as required to be maintained by Dutch law or by its Articles of Association. Under Euronext’s Articles of Association, the Managing Board decides which part of any profit will be reserved. At the time of its IPO in 2014, Euronext’s dividend policy was established to achieve a dividend pay-out ratio of approximately 50% of net income, upon the approval of the Annual General Meeting, and as long as the Company is in position to pay this dividend while meeting all its various duties and obligations. In May 2017, Euronext decided to complement this policy, for the remainder of its ‘Agility for Growth’ strategic plan with the introduction of a floor to the dividend per share. Starting at the Annual General Meeting in 2017 and until the Annual General Meeting in 2020, Euronext dividend policy is to distribute the highest of 50% of the reported net income and a floor at €1.42 per share, upon the approval of the Annual General Meeting,

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2017 REGISTRATION DOCUMENT