EURONEXT_Registration_Document_2017

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CORPORATE GOVERNANCE

Remuneration report

SHORT-TERM INCENTIVE (STI) COMPONENT AS A PERCENTAGE OF THE BASE SALARY FOR MANAGING BOARD MEMBERS

weighting): the average of the difference between the Company’s actual EBITDA Margin on 31 December of the year of the Grant Date and 31 December of the first and second financial year thereafter compared to the budgeted EBITDA Margin for the financial year of the Grant Date and first and second financial year thereafter;  these percentages are independent and both weighted equally; they are being used as the discount or multiplier percentage on the conditionally granted LTI;  the degree of Vesting of the Performance Shares, taking into account the relevant percentage difference at the Vesting Date calculated in accordance with the provisions set out above, is as follows:  a positive percentage difference of 33.3% or higher will lead to an increase of 100% of the number of Shares that were conditionally granted,  a positive percentage difference of 0% up to and including 33.3% will lead to an increase on a linear basis between 0% up to and including 100% of the number of Shares that were conditionally granted,  a negative percentage difference of more than 0% up to and including 20%will lead to a decrease on a linear basis between 0% up to and including 50% of the number of Shares that were conditionally granted, and  a negative percentage difference of more than 20% will lead to the lapse of 100% of the number of Shares that were conditionally granted.

ON TARGET ANNUAL STI AS % OF BASE SALARY

MAXIMUM STI AS % OF BASE SALARY

POSITION

CEO

75.00%

112.50%

Head of Global Markets & Sales

50.00% 50.00% 40.00%

75.00% 75.00% 60.00%

CEO France/ CEO Netherlands CEO Belgium / CEO Portugal

Long Term Incentive (LTI) as of 2017 The actual number of conditional LTI Performance Share Plan (“PSP”)PSP awards that vest depends on the performance of the following two performance measures:  total shareholder Return (“TSR”) (50% weighting): The TSR performance of Euronext will be measured over a three-year period against the TSR of a peer Group of four exchanges which are the London Stock Exchange, Deutsche Börse, Bolsas y Mercados Españoles and the Warsaw Stock Exchange. After the three-year vesting period, the final performance of Euronext over this period compared to the performance of the peer Group will determine the number of shares to be vested;  average Earnings Before Interest, Tax, Depreciation and Amortisation and Exceptional Items (EBITDA) margin (50%

A SUMMARY TABLE OF THE ABOVE IS AS FOLLOWS

EURONEXT PERFORMANCE CONDITION (FOR EACH PART OF THE PERFORMANCE CONDITIONS)

VESTING % OF THE NUMBER OF SHARES

+33.3% or higher At target to +33.3%

increase of 100%

Increase on linear basis from original grant up to and including 100% increase

At target

Original granted number

At target to -20% More than -20%

Decrease on linear basis from original grant to lapse of 50% of the shares

Lapse of 100% of the shares

The number of LTI awards will be determined annually by the Supervisory Board depending on the contribution to the long term development of Euronext. In principle it is the intention to:  issue a maximum of 5,250,000 Performance Shares;  determine the conditions of the grant of the Performance Shares in accordance with the terms and conditions set forth in the decision of the Annual General Meeting; and  award the Performance Shares to Eligible Employees during a fixed period of five (5) years from the date of said Annual General Meeting, in accordance with Dutch law, the Plan rules and the Remuneration Policy 2015 as adopted by the Annual General Meeting.

The main features of the LTI arrangements are the following:  equity awards will be made in the form of performance shares with a three year cliff vesting schedule;  the provisional and conditional target grant of LTI will be a percentage of gross annual salary;  at vesting date the actual grant will be determined taking into consideration the performance of Euronext against the criteria of TSR and EBITDA (as described above);  participants are not entitled to dividends during the vesting period.

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www.euronext.com

2017 REGISTRATION DOCUMENT