EURONEXT_Registration_Document_2017

OPERATING AND FINANCIAL REVIEW

Legal Proceedings

 indemnification for guarantees provided by ICE: Euronext indemnifies ICE in respect of guarantees provided by ICE entities of the obligations of the Group; and  financial reporting, audit and accounting and related covenants: Euronext covenants to provide certain information to ICE for the purposes of ICE’s financial reporting, audit and accounting obligations and to Act in accordance with ICE’s contractual obligations and relevant anti-corruption and sanctions compliance regimes. Also, in connection with the separation of Euronext from ICE, Euronext and ICE entered into a series of transitional services agreements (“SLAs”). There were some ancillary services provided by ICE to Euronext (“ICE Ancillary Services”) and ancillary services provided by Euronext to ICE (“Euronext Ancillary”). Euronext Ancillary Services The following SLAs were in place up to the end of 2014 and covered the following services:  market data administration: account management, operational support, administration, billing, compliance/audits (vendor reporting analysis, compliance reviews of combined product sets before product split), and contract management for LIFFE UK market data;  finance: primarily relating to the use of the existing European Shared Service Centre hosted by Euronext Amsterdam;

 market operations: (i) the management of UK Derivative Corporate Actions in partnership with the LIFFE Database System team at ICE; (ii) the market maker monitoring support for those market maker schemes that are in place for LIFFE; and (iii) the general business and Management Information reporting services in relation to LIFFE. This includes regular activity reports, performance reports and Liquidity Provider monitoring, inter alia regular (daily, weekly, monthly, quarterly, annual) and ad hoc reporting provided internally as well as for external distribution to the website, various regulators and other external parties at the request of LIFFE;  IT services to LIFFE: Euronext IT teams supported the IT operation and development of the LIFFE UK and LIFFE US markets and associated local London-based systems until the end of 2014. Euronext provides data centre hosting and housing of equipment to ICE for its SFTI access centre requirements in Amsterdam. This SFTI hosting agreement for Amsterdam access centre is a long-term arrangement ( i.e . not an SLA) with a rolling two-year term. Crossfinder Licence Agreement FastMatch’s operating system for its matching engine is based on the Crossfinder(R) software licensed by FastMatch from Credit Suisse pursuant to a perpetual license. The license granted by Credit Suisse is limited in scope to use by FastMatch in its operations as an electronic exchange for the trading of foreign exchange. Pursuant to that license, FastMatch has exclusive and unrestricted ownership of all modifications made to the Crossfinder Code by FastMatch, as well as to any software developed by FastMatch independently.

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5.3 Legal Proceedings

(“Delta Lloyd”). The pension entitlements of the retired and/or former employees of Euronext Amsterdam have also been transferred by PMA to Delta Lloyd. The retired and/or former employees have been informed by PMA that the transfer of their entitlements to Delta Lloyd will result in a nominal pension entitlement without indexation in the future. The association claims that Euronext Amsterdam should guarantee the same pension entitlements of the retired Euronext Amsterdam employees under the same or similar conditions as those in the agreement between Euronext Amsterdam and PMA with the considerations that (i) the administration fee will be covered, (ii) the liability ratio will be covered and (iii) the loyalty and solidarity between retired and current employees is provided for. The amount will need to be calculated by an actuary. After Euronext Amsterdam filed a statement of defence on 27 June 2014, the Subdistrict (Kanton) Division of the Court of Amsterdam on 11 July 2014 granted the retired and/or former employees Euronext Amsterdam a term until 8 August 2014 in order to file a rejoinder.

The Group is involved in a number of legal proceedings that have arisen in the ordinary course of its business. Other than as discussed below, management does not expect these pending or threatening legal proceedings to have a significant effect on the Group’s financial position or profitability. The outcome of legal proceedings, however, can be extremely difficult to predict and the final outcome may be materially different from management’s expectations.

5.3.1

EURONEXT AMSTERDAM PENSION FUND

Approximately 120 retired and/or former Euronext Amsterdam employees, united in an association, served summons on Euronext Amsterdam on 3 April 2014. The claim is based on the fact that Euronext Amsterdam terminated its pension agreement with the pension fund Mercurius (“PMA”) and transferred the pension of the current employees of Euronext to Delta Lloyd Asset Management

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2017 REGISTRATION DOCUMENT