EURONEXT_Registration_Document_2017

FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

NOTE 24 SHARE-BASED PAYMENTS

Euronext Long-Term Incentive Plan 2014 (“LTI Plan 2014”) The Restricted Stock Units (“RSUs”) granted under LTI Plan 2014 fully cliff-vested in 2017. Euronext Long-Term Incentive Plans (“LTI Plan”) 2015, 2016 and 2017 Directors and certain employees of the Group benefited from Restricted Stock Units (“RSUs”) granted by Euronext N.V. under the LTI Plans on their applicable grant dates. RSUs granted under LTI Plans cliff-vest after 3 years, subject to continued employment and a “positive EBITDA” performance condition. These equity awards are measured by reference to the grant-date market price of Euronext’s common share (“grant-date fair value”). In addition to these RSUs granted to all participants in the LTI Plans, Performance RSUs have been awarded to members of the

Managing Board and Senior Leadership team. The vesting of these Performance RSUs is subject to two performance conditions:  50% of the performance RSUs vests subject to a Total shareholder Return (“TSR”) condition;  50% of the performance RSUs vests subject to an EBITDA-based performance condition. The grant-date fair value of such performance shares was adjusted for the possible outcomes of the TSR performance condition. This has been assessed by applying a Monte Carlo simulation to model possible share prices of Euronext and its peer companies. At the end of each reporting period, the number of vesting performance shares is reconsidered based on the Group’s EBITDA performance relative to budgeted EBITDA and the total cost for the performance RSUs could be adjusted accordingly. Grant-date fair value of RSU’s granted under the LTI Plans 2015, 2016 and 2017 reflect the present value of expected dividends over the vesting period.

Movements in the number of shares granted as awards is as follows:

IN 2016

FAIR VALUE AT GRANT DATE PER SHARE (in €)

YEAR OF GRANT

1 JANUARY

31 DECEMBER 2016

PLAN

2016 GRANTED VESTED FORFEITED

LTI, no performance

2014

215,876

-

-

(27,653)

188,223

€17.30

LTI, with performance

2015

58,892

-

-

(10,577)

48,315

€48.03

LTI, no performance

2015

86,692

-

-

(8,710)

77,982

€34.23

LTI, with performance

2016

-

119,019

-

-

119,019

€35.48

LTI, no performance

2016

-

35,725

-

-

35,725

€34.70

TOTAL

361,460

154,744

-

(46,940)

469,264

IN 2017

6

FAIR VALUE AT GRANT DATE PER SHARE (in €)

YEAR OF GRANT

1 JANUARY

31 DECEMBER 2017

PLAN

2017 GRANTED VESTED FORFEITED

LTI, no performance

2014

188,223

-

(185,672)

(2,551)

-

€17.30

LTI, with performance

2015

48,315

-

-

(10,717)

37,598

€48.03

LTI, no performance

2015

77,982

-

-

(12,862)

65,120

€34.23

LTI, with performance

2016

119,019

-

-

(22,566)

96,453

€35.48

LTI, no performance

2016

35,725

-

-

-

35,725

€34.70

LTI, with performance

2017

-

88,468

-

(3,413)

85,055

€45.40

LTI, no performance

2017

-

40,713

-

-

40,713

€42.19

TOTAL

469,264

129,181

(185,672)

(52,109)

360,664

Share-based payment expenses recognised in the income statement for shares granted for all plans to directors and selected employees in 2017 amounted to €3.8 million (2016: €2.8 million), see Note 9.

Euronext has taken into consideration the fact that the employees will not receive dividends during the vesting period of three years. The fair value has been adjusted taking into account the financials loss for the participants to not receive the payment of the dividends during the vesting period.

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2017 REGISTRATION DOCUMENT