EURONEXT_Registration_Document_2017

CORPORATE GOVERNANCE

Management & Control Structure

Committees of the Supervisory Board

Supervisory Board. The Nomination and Governance Committee will meet as often as necessary and whenever any of its members requests a meeting. Remuneration Committee As per 1 January 2017, and as per 31 December 2017 the Remuneration Committee was composed of Lieve Mostrey, Ramon Fernandez and Manuel Ferreira da Silva. The Committee is chaired by Lieve Mostrey. The responsibilities of the Remuneration Committee include analysing the possible outcomes of the variable remuneration components and how they may affect the remuneration of the members of the Managing Board, preparing proposals for the Supervisory Board concerning remuneration policies for the Managing Board to be adopted by the General Meeting, preparing proposals for the Supervisory Board concerning the terms of the service agreements and total compensation of the individual members of the Managing Board, preparing proposals for the Supervisory Board concerning the performance criteria and the application thereof for the Managing Board, preparing proposals for the Supervisory Board concerning the approval of any compensation plans in the form of share or options, reviewing the terms of employment and total compensation of employees directly reporting to the Managing Board and the total compensation of certain other specified employees, defined in consultation with the Managing Board, overseeing the total cost of the approved compensation programmes, preparing and publishing on an annual basis a report of its deliberations and findings and appointing any consultant in respect of executive remuneration. The roles and responsibilities of the Remuneration Committee as well as the composition and the manner in which it discharges its duties are set out in the charter of the Remuneration Committee included in the regulations of the Supervisory Board. The Remuneration Committee will meet as often as necessary and whenever any of its members requests a meeting. MANAGING BOARD The Managing Board is responsible for the day-to-day management of the operations of Euronext and is supervised by the Supervisory Board. As described in the Articles of Associations, the Managing Board is required to inform or seek approval from the Supervisory Board depending on the matter. In performing their duties, the members of the Managing Board must Act in the interests of Euronext and those of its business. The Managing Board as a whole is authorised to represent Euronext. As per rules of procedure of the Managing Board, the Managing Board currently consists of the Chief Executive Officer (“CEO”) of the Euronext group, the Head of Markets and Global Sales and the CEOs of the local exchanges. The members of the Managing Board are appointed by the General Meeting only in accordance with a proposal of the Supervisory Board or upon a binding nomination by the Supervisory Board . Prior to making a nomination, the proposed nomination must be submitted to the College of Regulators and the Dutch Ministry of Finance for approval. 2.2.5

Audit Committee As per 1 January 2017, the Audit Committee was composed of Jim Gollan (Chairman), Koenraad Domand Dick Sluimers. Kerstin Günther became amember of the Audit Committee on 27 July 2017. As per 31 December 2017, the Audit Committee was composed of Jim Gollan (Chairman), Koenraad Dom, Kerstin Günther and Dick Sluimers. Franck Silvent was appointed to the Audit Committee with effect from 1 January 2018. The Audit Committees assists the Supervisory Board in supervising andmonitoring the Managing Board by advising on matters such as the compliance by Euronext with applicable laws and regulations, Euronext’s disclosure of financial information, including its accounting principles, the recommendation for the appointment of Euronext’s external auditor to the General Meeting, the recommendations from Euronext’s internal auditor and external auditor, and the review of the internal risk management and control systems and IT and business continuity safeguards. The roles and responsibilities of the Audit Committee as well as the composition and the manner in which it discharges its duties are set out in the charter of the Audit Committee included in the regulations of the Supervisory Board. The Audit Committee will meet as often as the Chairman of the Audit Committee or a majority of the members of the Audit Committee deems necessary but in any event at least twice a year. Nomination and Governance Committee As per 1 January 2017, the Nomination and Governance Committee was composed of Rijnhard van Tets, Dominique Aubernon, Manuel Ferreira da Silva and Lieve Mostrey. Domique Aubernon retired from the Nomination and Governace Committee on 19 October 2017. As per 31 December 2017, the Nomination and Governance Committee was composed of Rijnhard van Tets, Manuel Ferreira da Silva and Lieve Mostrey. The Committee is chaired by Rijnhard van Tets. Ramon Fernandez was appointed to the Nomination and Governance Committee with effect from 1 January 2018. The responsibilities of the Nomination and Governance Committee relating to selection and appointment include recommending criteria and procedures to the Supervisory Board for the selection of candidates to the Managing Board and the Supervisory Board and its Committees, identifying and recommending to the Supervisory Board candidates eligible to serve on the Managing Board and the Supervisory Board and its Committees, establishing and overseeing self-assessment by the Managing Board and the Supervisory Board and its Committees, conducting timely succession planning for the CEO and the other positions of the Supervisory Board and the Managing Board and reviewing and evaluating the size, composition, function and duties of the Managing Board and the Supervisory Board , consistent with their respective needs. The responsibilities of the Nomination and Governance Committee relating to governance include the supervision and evaluation of compliance with the Dutch Corporate Governance Code. The roles and responsibilities of the Nomination and Governance Committee as well as the composition and the manner in which it discharges its duties are set out in the charter of the Nomination and Governance Committee included in the regulations of the

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2017 REGISTRATION DOCUMENT