EURONEXT_Registration_Document_2017

2

CORPORATE GOVERNANCE

Remuneration report

2.4.4

REMUNERATION OF SUPERVISORY BOARD MEMBERS

shall include criteria concerning Euronext’s financial performance, quantitative criteria representing Company performance and/or individual qualitative performance. There are no specific agreement made by the Company with a Managing Board member that provides a payment upon termination of employment as a result of a public takeover bid within themeaning of Article 5:70 of the Dutch Financial supervision Act.

Reference is made to Note 50 of the Financial Statements included in this Registration Document where an overview of remuneration paid to Euronext’s Supervisory Board members is provided. The General Meeting held on 19 May 2014 has set the annual remuneration for the members of the Supervisory Board in accordance with the schedule below.

Chairman of the Supervisory Board

€70,000

Vice-Chairman of the Supervisory Board

€60,000

Member of the Supervisory Board

€55,000

Chairman of the Audit Committee (in addition)

€10,000

Member of the Audit Committee (in addition)

€6,000

Chairman of the Nominating and Governance Committee (in addition)

€8,000

Member of the Nominating and Governance Committee (in addition)

€6,000

Chairman of the Remuneration Committee (in addition)

€10,000

Member of the Remuneration Committee (in addition)

€6,000

The gross amounts that were paid to members of the Supervisory Board in 2017 are as follows:

Rijnhard van Tets

€93,000

Dick Sluimers

€81,000

Dominique Aubernon

€0

Koenraad Dom

€61,000

Ramon Fernandez

€61,000

Manuel Ferreira da Silva

€67,000

Jim Gollan

€99,228

Kerstin Günther

€57,585

Lieve Mostrey

€0

Franck Silvent

€8,890

TOTAL

€528,703

2.4.5

LOCK-UP OF ORDINARY SHARES

Two members of the Supervisory Board, Rijnhard van Tets and Dick Sluimers also receive remuneration in relation to their positions in the Supervisory Board of Euronext Amsterdam, one of Euronext’s subsidiaries. One member of the Supervisory Board, JimGollan, also receives remuneration in relation to his position as Chairman of the board of Euronext London Limited, one of Euronext’s subsidiaries. These remunerations are included in the figures as illustrated above. Dominique Aubernon retired after the Extraordinary General Meeting on 19 October 2017. Franck Silvent was appointed on 19 October 2017 subject to regulatory approval. His appointment became effective on 3 November 2017, the date on which the regulatory approval was granted. Euronext does not issue option or share plans or other incentive plans to the Supervisory Board. Euronext has not granted any loans to members of the Supervisory Board. Costs and expenses related to Supervisory Board membership may be reimbursed. There are no service contracts which provide for benefits upon termination of employment with members of the Supervisory Board.

There is currently no lock-up of ordinary shares.

2.4.6

EMPLOYEE PROFIT SHARING AND INCENTIVE PLANS

At the time of the IPO in 2014, the Company offered Ordinary Shares to all eligible employees, which Ordinary Shares are held through the French Fonds Commun de Placement d’Entreprise “Euronext Group” (“FCPE”). The number of units held by the members of the Managing Board per 31 December 2017 in the FCPE are included in the table below.

NAME

NUMBER OF FCPE UNITS

Anthony Attia

1,343

TOTAL

1,343

68

www.euronext.com

2017 REGISTRATION DOCUMENT