EURONEXT_Registration_Document_2017

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CORPORATE GOVERNANCE

Dutch Corporate Governance Code, “Comply or Explain”

2.1 Dutch Corporate Governance Code, “Comply or Explain”

Provisions of the Dutch Code regarding corporate law matters, that Euronext did not apply in 2017:  Euronext did not fully apply best practice provision 2.2.1 ( “aManaging Board member is appointed for a maximum period of four years” ). The terms of appointment of the members of the Managing Board who had been appointed for an indefinite term before Euronext became a listed company have remained unchanged. With regard to the members of the Managing Board who were appointed since Euronext became a listed company, Euronext complied with this best practice provision. It is envisaged that the full Managing Board’s members’ appointment terms are progressively harmonised to comply with this best practice provision;  Euronext did not apply best practice provision 2.1.7, item iii (“ for each shareholder, or group of affiliated shareholders, who directly or indirectly hold more than ten percent of the shares in the Company, there is atmost one Supervisory Boardmemberwho can be considered to be affiliated with or representing them” ). Three members of the Supervisory Board have been proposed by Euronext’s Reference shareholders, who as a group acting via the Reference shareholders’ Agreement hold 23.86% of Euronext’s shares. This group of shareholders acts jointly and has been granted a declaration of non- objection by the Dutch Ministry of Finance. The background of the presence of three members in Euronext’s Supervisory Board who can be considered to be affiliatedwith or representing the Reference shareholders is related to the request of the Euronext College of Regulators at the moment of its IPO in 2014 for it to have a number of stable, long-term shareholders who could propose one third of the members of the Supervisory Board.

A description of the shareholding structure of the Company is provided in Section 4 ”General description of the Company and its share capital”. The Dutch Corporate Governance Code (“the Code”) became effective in 2016 and finds its statutory basis in Book 2 of the Dutch Civil Code. The Code applies to Euronext as it has its registered office in the Netherlands and its shares are listed on the regulated markets of Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris. A Dutch and an English version of the Code can be found at www.commissiecorporategovernance.nl The Code is based on the notion that a company is a long-term alliance between the various stakeholders of the Company. Stakeholders are groups and individuals who, directly or indirectly, influence – or are influenced by – the attainment of the Company’s objectives: employees, shareholders and other lenders, suppliers, customers and other stakeholders. The management board and the Supervisory Board have responsibility for weighing up these interests, generally with a view to ensuring the continuity of the Company and its subsidiaries, as the Company seeks to create long-term value. If stakeholders are to cooperate within and with the Company, they need to be confident that their interests are duly taken into consideration. Good entrepreneurship and effective supervision are essential conditions for stakeholder confidence in management and supervision. This includes integrity and transparency of the management board’s actions and accountability for the supervision by the Supervisory Board. The compliance with the Code is not determined by the extent to which it is complied with to the letter, but rather by the extent to which all stakeholders are guided by its spirit. The Code is based on a “comply or explain” principle. Accordingly, companies are required to state the extent to which they comply with the principles and best practice provisions of the Code in the annual report and, where it does not comply with them, why and to what extent it deviates from them. Euronext acknowledges the importance of good Corporate Governance and endeavors to comply in general with the provisions of the Code. However, there are a limited number of best practice provisions that it currently does not comply with. The fact that Euronext is not compliant with a number of best practice provisions is related to the fact that Euronext is an international company uniquely supervised since its creation in 2000 by a College of international Regulators, supervising Euronext on a joint basis, which has required some specific features which may interfere with the specific provisions of the Dutch Code. Euronext is active in a number of European jurisdictions, each with different laws, regulations, best practices, codes of conduct, regulatory guidelines and views.

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www.euronext.com

2017 REGISTRATION DOCUMENT