EURONEXT_Registration_Document_2017

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PRESENTATION OF THE GROUP

Regulation

implementation regulation, and the Transparency Directive, as implemented in the countries in which Euronext operates. Companies seeking to list their securities on Euronext’s regulated markets must prepare a listing prospectus in accordance with the requirements of the Prospectus Directive and corresponding implementing regulation, comply with the requirements of Euronext Rulebook I, the harmonised rulebook for the Euronext Market Subsidiaries, and any additional local listing requirements of Rulebook II and, following admission, comply with the on-going disclosure requirements set forth by the competent authority of their home Member State. The objective of the Transparency Directive for listed companies is to reduce the gaps in the different national law. The modifications requires disclosure of major holdings of all financial instruments that could be used to acquire economic interest in listed companies and has the same effect as holdings of equity. The revised Directive will also provide for more harmonisation concerning the rules of notification of major holdings in particular by requiring aggregation of holdings of financial instruments with holdings of shares for the purpose of calculation of the thresholds that trigger the notification requirement. Concerning the storage and access to regulated information the Transparency Directive provides that a European electronic access point to regulated information will be developed and operated by ESMA. The new Prospectus regulation (regulation (EU) 2017/1129) is designed to repeal and replace the existing body of European prospectus law. The regulation is intended to be of particular benefit to European small and medium enterprises when issuing shares or debt. Companies already listed on public markets will also benefit when they list additional shares or issue corporate bonds. The key changes to the prospectus regime will impact the following items:

explicitly bans the manipulation of benchmarks (such as LIBOR), reinforces the investigative and administrative sanctioning powers of regulators and ensures a single rulebook while reducing, where possible, the administrative burdens on SME issuers. MAD II complements the Market Abuse regulation by requiring all Member States to provide for harmonised criminal offences of insider dealing and market manipulation, and to impose maximum criminal penalties including imprisonment for the most serious market abuse offences. Member States will have to make sure that such behaviour, including the manipulation of benchmarks, is a criminal offence, punishable with effective sanctions everywhere in Europe. EMIR is primarily focused on the regulation of CCPs and includes the obligation for standardised OTC derivative contracts to be cleared through a CCP. EMIR came into effect on 16 August 2012, but most provisions only apply after associated delegated acts and regulatory technical standards enter into force. Delegated acts and regulatory technical standards in respect of, inter alia , the clearing obligation became effective on 15 March 2013. CSDR The regulation (EU) 909/2014, of the European Parliament and of the Council, of 23 July, on improving securities settlement in the European Union and on central securities depositories (CSD) regulation or CSDR was formally adopted in July 2014. It sets out uniform requirements for the settlement of financial instruments and rules on the organisation and conduct of central securities depositories (CSDs) in order to ensure secure, efficient and timely settlement of transactions. The CSD Regulation impacts the functioning of Euronext’s CSD, Interbolsa, and requires regulatory or operational amendments to bring Interbolsa into compliance with the new requirements. According to the CSDR, CSDs had to submit to their competent authorities, within six months from the date of entry into force of all the regulatory technical standards adopted by the European Commission (30 March 2017), their application for authorization in order to be recognised as CSDs under the CSD Regulation. Within six months from the submission of a complete application, the competent authority shall inform the applicant CSD in writing with a fully reasoned decision whether the authorization has been granted or refused. Interbolsa submitted its authorization file to its competent authority (CMVM) on 29 September 2017. In the meantime, the European Central Bank has introduced Target 2 Securities (T2S) to provide a central settlement function for the Euro area, with other European currencies invited to join. Euronext, through Interbolsa, participates in the TARGET2-Securities (T2S) platform, since March 2016, bringing substantial benefits to the European post-trading industry by providing a single pan-European platform for securities settlement in central bank money. Listing The rules regarding public offerings of financial instruments and prospectuses, as well as on-going disclosure requirements for listed companies, are set out in the Prospectus Directive and corresponding Clearing and Settlement EMIR

 monetary thresholds for publication of a prospectus;  issuers with securities already admitted to trading;  prospectus summary;  minimum disclosure regime;  fast track approval;  publication of prospectus;  risk factors.

The regulation entered into force on 20 July 2017 and will mainly apply from 21 July 2019, other than the following provisions which will apply earlier:  from 20 July 2017: Certain exemptions from the obligation to publish a prospectus, including where an issuer has securities admitted to trading on a regulated market and wishes to admit further securities up to a limit of 20% over 12 months;  from21 July 2018: The exemption from the scope of the regulation for offers of securities to the public with a total consideration in the EU of less than €1,000,000 (calculated over a period of 12 months);

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2017 REGISTRATION DOCUMENT