EURONEXT_Registration_Document_2017

OPERATING AND FINANCIAL REVIEW

Overview

the Work Councils and Committees for Health, Safety and Working Conditions for each entity, the Group announced its intention to change the PSE plans into ‘Plan de Depart Volontaire’ (“PDV’s”) in October 2015. The respective Unions signed Collective Labour Agreements (“Accord Majoritaire”) related to the PDV’s for Euronext Paris S.A. and Euronext Technologies S.A.S. These agreements were validated by la DIRECCTE in November 2015 for Euronext Paris S.A., and January 2016 for Euronext Technologies S.A.S. This resulted in a total provision of €22.0 million for both plans recognised as at 31 December 2015. During 2016, the PDV’s for Euronext Paris S.A. and Euronext Technologies S.A.S. have been executed and completed. As such, the provision still recorded was limited to €0.2 million as per 31 December 2016. The indemnities and other additional benefits that were agreed and confirmed but not yet paid, were recognised as a liability in Trade- and other payables as per 31 December 2016. In addition, a provision for third party expenses was still recorded and amounts to €0.2 million for Euronext Paris S.A. and €0.3 million for Euronext Technologies S.A.S. as at 31 December 2016. The provision for these expenses still recorded, amounted to €0.1 million for Euronext Paris S.A. and €0.1 million for Euronext Technologies S.A.S., as per 31 December 2017 Acquisitions of Subsidiaries The following material acquisitions of subsidiaries were made in 2017:  Acquisition of Company Webcast B.V. On 14 February 2017, the Group acquired a 51% majority stake in Company Webcast B.V., a Dutch company specialised in professional webcast and webinar services. The transaction includes an initial cash payment of €3.6 million and a deferred payment estimated at €1.8 million. Call- and put options were granted by minority shareholders and the Group, with similar conditions. When executed, the Group acquires the minority stake of 49%, in 2020 at the earliest. A redemption liability is recorded at fair value of €8.2 million reflecting this commitment.  Acquisition of iBabs B.V. On 7 July 2017, the Group acquired a 60%majority stake in iBabs B.V., a Dutch provider of dematerialised board portal solutions for corporate and public organisations, for an initial consideration of €30.1 million. iBabs’ solutions will be integrated into the Euronext Corporate Services offering. The founding management team of On 14 August 2017, the Group acquired a 90% majority stake in FastMatch Inc., a US-based Electronic Communication Network in the spot Foreign Exchange market. The acquisition includes an initial cash payment of $153 million (on a debt-free and cash-free basis), a contingent earn-out payment for an additional $10million and customary minority rights for the management of FastMatch Inc. that will remain committed to the development of the business and stay invested with a 10% interest. More details on these material acquisitions can be found in Note 5 “Business Combinations” of the Consolidated Financial Statements (Section 6). iBabs B.V. will remain in place.  Acquisition of FastMatch Inc.

S.A., in exchange for which Euronext pays LCH S.A. a fixed fee plus a variable fee based on derivatives trading volume. The term of the existing Derivatives Clearing Agreement is through 31 December 2018. On November 2017, Euronext announced the signing of the renewal of its agreement with LCH S.A. on the continued provision of derivatives and commodities clearing services for a period of 10 years. For the year ended 31 December 2015 those revenues are €51.9 million and the associated expense is €27.8 million. For the year ended 31 December 2016, revenues derived from the Derivatives Clearing agreement are €48.0 million and the associated expense is €26.3 million. For the year ended 31 December 2017, revenues derived from the Derivatives Clearing agreement are €51.1 million and the associated expense is €27.9 million. Facilities Agreements On 6 May 2014, Euronext entered into a syndicated bank loan facilities agreement (“the Facilities Agreement”), with BNP Paribas and ING Bank N.V. as Lead Arrangers, providing for a (i) a €250 million term loan facility and (ii) a €250 million revolving loan facility, both maturing or expiring in three years. On 20 February 2015, Euronext entered into the amended and extended facilities agreement. Based on this agreement, effectively on 23 March 2015 (i) the undrawn revolving credit facility has been increased with €140 million to €390 million and (ii) €140 million has been repaid as an early redemption of the €250 million term loan facility. The facilities mature in three years on 23 March 2018, with a two times one year extension possibility, resulting in (i) a €390 million undrawn revolving credit facility and (ii) a net non-current borrowing of €108 million as of 31 December 2015. On 23 September 2016, Euronext repaid €40 million as an early redemption of the €110 million term loan facility, resulting in a net non-current borrowing of €69 million as of 31 December 2016. On 23 March 2017, the Group repaid the remaining outstanding non- current borrowing of €70 million, enabling the Group to terminate its term loan facility, which was supposed to mature on 23 March 2018. The Group also terminated its €390 million revolving credit facility agreement and entered into a new €250 million revolving credit facility (“RCF”) on 12 April 2017. The Group signed a new term loan facility as per 18 July 2017 with five banks to the amount of €175 million and accordion of €125 million. This resulted in the recognition of a non-current borrowing of €165 million, used to fund the acquisitions of iBabs B.V. and FastMatch Inc. Reference is made to section 5.1.10 for more details on the Facilities Agreement. French Restructuring Plans In April 2015, as part of the Group restructuring and transformation initiative, the two French entities, Euronext Paris S.A. and Euronext Technologies S.A.S. initiated and presented to the Unions restructuring plans (Plans de Sauvegarde de l’Emploi (“PSE”)). These two separate social plans were framed by the relevant legal and administrative process in France and were subject to approval of DIRECCTE, the labour administrative entity in charge of these procedures in France. Following rejection of the PSE for Euronext Paris S.A. by DIRECCTE, and further consultation with

5

109

2017 REGISTRATION DOCUMENT