EURONEXT_Registration_Document_2017

CORPORATE GOVERNANCE

Remuneration report

Executive Remuneration Summary The remuneration of the Managing Board is composed of the following key elements:

ELEMENT

PURPOSE

COMMENTARY

Reflect the responsibility and scope of the role taking into account seniority and experience Reward annual financial and individual performance Reward annual financial and individual performance

Base salary

Base salary is reviewed annually against the relevant market.

Target 75% of base salary for the CEO and 50% or 40% of base salary for other Managing Board members. For the Managing Board, 100% of total STI is paid in cash. The performance criteria are based on delivery against pre-set EBITDA, market share and cost targets, on successful execution of the strategic plan and on individual qualitative targets. The full STI percentage is payable if 100% of the relevant targets are met. If the relevant targets are over performed by 20%, the payment of the STI will be increased by 50%. The level of outperformance reflects the absolute cap of the STI. If the relevant targets are underperformed by 20%, the payment of the STI will be decreased by 50%. Linear extrapolation between performance bands is applied. On target performances of 100% of base salary for the CEO, and ranging from 50% to 75% for other Managing Board members depending on role and seniority. LTI awards vest after three years. The grant of LTI awards will be determined on the rules set by the Remuneration Committee and are linked to performance criteria. The grant of the LTI is conditional and depends on two performance measures to be met: Total shareholders Return compared with 4 selected peers and actual EBITDA compared to budgeted EBITDA, both over a 3 years period. See for more details section 2.4.2. If the relevant measures are outperformed by 33.3%, the actual number to vest will increase with 100%, being the absolute cap of the LTI. If the relevant measures are underperformed with more than 20%, the actual number will lapse completely. Linear extrapolation between performance bands is applied. The pension arrangements of the member of the Managing Board consist of state pension and additional pension schemes that are in line with local practice in the countries where Euronext operates. In addition members of the Managing Board are entitled to the usual fringe benefits such as a company car, expense allowance, medical insurance, accident insurance in line with local market practice in the countries where Euronext operates.

2

STI

Incentivise performance over the longer term and aim to retain key employees

LTI

Pension arrangements and fringe benefits

Ensure competitive benefits package and conformity with local market practice

2.4.2

REMUNERATION CHART

The targets that are set for the individual Managing Board members are challenging but realistic. All short term incentive objectives are supportive of the long term strategy of Euronext and aligned with shareholder interests. An overall underperformance of the set objectives will lead to a discount of the STI payment whereby a 20% negative deviation leads to a 50% reduction of STI. Over performance will lead to a multiplier whereby a 20% outperformance of the set objectives will lead to an increase of 50% of STI. This level of outperformance reflects the absolute cap of the STI. Linear extrapolation between performance bands is applied.

Short Term Incentive (STI) 2017 Performance conditions for the short term incentive are set by the Supervisory Board annually for the relevant year. They include criteria concerning Euronext’s financial performance, quantitative criteria representing company performance and/or individual qualitative performance. In 2017 the performance criteria of the Group CEO short term incentive were based on:  40% on delivery pre-set EBITDA, market share and operational costs targets;  30% on securing clearing solutions & implementing the Agility for Growth strategic plan;  30% on strict Individual target.

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2017 REGISTRATION DOCUMENT