EURONEXT_Registration_Document_2017

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CORPORATE GOVERNANCE

Management & Control Structure

Meetings and Decision-making The Articles of Association provide that the Supervisory Board shall adopt resolutions by an absolute majority of the votes cast. Each member of the Supervisory Board has one vote. In the event of a tie of votes, the Chairman of the Supervisory Board has a casting vote. A member of the Supervisory Board may not participate in the deliberation and the decision-making process of the Supervisory Board if it concerns a subject in which this member of the Supervisory Board has a direct or indirect personal interest which conflicts with the interest of Euronext and its business enterprise. In such event, the other members of the Supervisory Board shall be authorised to adopt the resolution. If all members of the Supervisory Board have a conflict of interest as indicated, the resolution shall nevertheless be adopted by the Supervisory Board, notwithstanding the conflict of interests. In 2017, no transaction has taken place in which members of the Managing Board and Supervisory Board were conflicted. Members of the Supervisory Board The Articles of Association provide that the number of members of the Supervisory Board will be determined by the Supervisory Board and will consist of a minimum of three members. Only natural persons can be members of the Supervisory Board. In the event of a vacancy, the Supervisory Board continues to be validly constituted by the remaining member or members of the Supervisory Board. As per 1 January 2017, the Supervisory Board was composed of Rijnhard van Tets, Dominique Aubernon, Koenraad Dom, Ramon Fernandez, Manuel Ferreira da Silva, Jim Gollan, Kerstin Günther, Lieve Mostrey and Dick Sluimers. Dominique Aubernon resigned from the Supervisory Board on 19 October 2017, following the Extraordinary General Meeting as the Reference shareholders’ composition changed in June 2017, triggering a change in the appointment of their board representatives. In that meeting, Franck Silvent was appointed to the Supervisory Board subject to regulatory approval; his appointment took effect on 3 November 2017. Euronext has assessed that the appointment to the Supervisory Board in 2017 is in compliance with the requirements as included in the Dutch “Wet bestuur en toezicht” regarding the maximumnumber of Supervisory Board positions. Franck Silvent took part in an induction program offered by Euronext. The induction programconsisted of a series of meetings with key staff members, withwhomthe various aspects of Euronext business, clients and initiatives, governance and regulatory environment, finance and the risk and compliance program at Euronext were discussed. Following the announced acquisition of the Irish Stock Exchange, and the closing of the transaction on 27 March 2018, it is expected that Padraic O’Connor, Chairman (Non-Executive) of the Irish Stock Exchangewill be proposed as anewmember of Euronext’sSupervisory Board to the next Annual General Meeting on 15May 2018. A biography of Padraic O’Connor is provided below. The Supervisory Board consisted of nine members as at 31 December 2017 and was composed as follows:

Rijnhard van Tets Rijnhard van Tets chairs the Supervisory Board and chairs the Nomination and Governance Committee. He was appointed to the Supervisory Board of Euronext N.V. in 2003 and became Chairman in 2007. He is also a member of the Supervisory Board of Euronext Amsterdam N.V. He served as a director of NYSE Euronext from 2007 to 2013. Mr. Van Tets served thirteen years on the Managing Board of ABN AMRO. He has extensive experience as a senior executive at European companies across a variety of sectors. He is Chairman of the board of Petrofac Ltd and Chairman of the Supervisory Board of OBAM.Amongst other board appointments he was previously the Chairman of the Supervisory Boards of Arcadis – where he served for twelve years – andWegener – where he served for four years – and a member of the Supervisory Boards of Reliant Energy and Stichting Holland Casino. He was Chairman of Equity Trust Holdings S.A.R.L. and chair of the Investment Committee of SFB, one of the largest Dutch pension funds. On 19 March 2018, Euronext announced that Rijnhard van Tets, Chairman of the Supervisory Board of Euronext N.V. decided to step down following the Annual General Meeting of Shareholders (AGM) to be held on 15 May 2018. Rijnhard van Tets notified the Supervisory Board that he will not be available for a new term. Dick Sluimers Dick Sluimers is the vice-chair of the Supervisory Board and is a member of the Audit Committee. He was appointed to the Supervisory Board of Euronext N.V. in 2016. He is also the Chairman of the Supervisory Board of Euronext Amsterdam N.V. Mr. Sluimers is the former CEO of APG Group. He currently is Extraordinary State Councillor at the Dutch Council of State. Furthermore he is amember of the Supervisory Boards of AkzoNobel N.V., NIBC N.V. and Atradius N.V., as well as a member of the board of directors of FWD Group Limited. He is also a member of the board of Governors of the State Academy of Finance and Economics, a Trustee of the Erasmus University Trustfund, a member of the board of the Amsterdam Concert Hall Fund, and a member of the Electoral Committee of the Dutch Liberal Party, and a member of the advisory boards of Quore Capital and Hemingway Corporate Finance. Mr. Sluimers was CFO and later CEO in the management board of pension fund ABP from 2003 to 2008. Between 1991 and 2003 he held various positions at the Dutch Ministry of Finance, most recently as director General of the Budget. Prior to that he was Deputy Director General at the Ministry of Public Health and held senior positions at the Ministry of Social Affairs and the Ministry of Finance. In addition, he was a member of the Supervisory Boards of Fokker N.V., the National Investment Bank N.V., Inter Access N.V. and ABP Insurance N.V. He was also Trustee of the International Financial Reporting Standards Foundation (IFRS), a member of the Advisory board of Rabobank, Chairman of the board of Governors of the Postgraduate Programme for Treasury Management at the Vrije Universiteit Amsterdam, a member of the Advisory Board of Netspar and a board member of Holland Financial Centre.

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www.euronext.com

2017 REGISTRATION DOCUMENT