EURONEXT_Registration_Document_2017

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CORPORATE GOVERNANCE

Corporate Social Responsibility

4. Whistleblowing program The Company, via its Whistleblowing Policy, allows Employees to report in confidence alleged breaches of the laws or Company policies, and protects anyone who reports in good faith, ensuring that they shall in no way be put at a disadvantage by the Company as a result of the report. The Whistleblowing Policy also describes how the reports are treated, how investigations are carried out and contains the rights and obligations of Employees when they want to report an alleged breach. Additionally, the Company is committed to providing all employees and others who are on Company property with a safe and healthy work environment. Accordingly, all employees will comply with all health and safety laws and regulations as well as Company policies governing health and safety. All employees are responsible for immediately reporting accidents, injuries and unsafe equipment, practices or conditions to a manager or other designated person. All employees sign the Code of Business Conduct and Ethics and are committed to comply with it. For more information on the Code of Business Conduct and Ethics see section 2.2.1.3 “Corporate Compliance – Code of Business Conduct and Ethics” . Euronext has an ongoing dialogue with all its stakeholders (shareholders, members, issuers, financial analysts, regulators and investors). In this context, since 2014, every subsidiary exchange of the Group has one or more exchange Committees to advise and assist the local Managing Board in a non-binding, advisory capacity on new products and market developments. These Councils discuss strategic issues at local level, being the operational and technical issues linked to the business areas (Cash/Derivatives/Listing). It is also expected that the Committee participants propose new ideas and be active in raising topics or issues in the scope of the Committee. The Users Committee is consulted on issues of major interest to Euronext users, where products and services might be developed to meet users’ needs. Euronext commits to listening to its opinions and taking these into account in its decision-making process insofar as possible, in the interests of both the Company and its shareholders. Ongoing dialogue Euronext has an ongoing dialogue with financial analysts, shareholders and investors. The Company focuses on communicating clearly and providing transparent explanations. Euronext has decided to publish full Financial Results on a quarterly basis. These results are commented in either physical meetings or conference calls for analysts and investors and are accessible via webcast from the Company’s website. Shareholders 1. 2.5.3 RELATIONS WITH THE STAKEHOLDERS

In addition, Euronext investor relations team met with around 240 investors in 2017, notably through conducting roadshows in eight countries (United-Kingdom, France, Germany, Switzerland, the Netherlands, the United States, Canada and Sweden) and attended eleven investors conferences. Euronext is willing to continue to engage with its shareholders on a regular basis so as to enhance the knowledge of the Company and the understanding of its strategy. Detailed information about Euronext’s share capital can be found in the “4.2 - Share Capital” section of this Registration Document. Shares Euronext’s issued share capital amounts to €112 million and is divided into 70million Ordinary Shares. All of Euronext’s shares have been created under Dutch law. Euronext is subject to the provisions of the Dutch Financial Supervision Act and the Articles of Association with regard to the issue of shares following admission. The shares are in registered form and are only available in the form of an entry in Euronext’s shareholders’ register and not in certificated form. Under its Articles of Association Euronext may issue shares, or grant rights to subscribe for shares, only pursuant to a resolution of the General Meeting upon proposal of the Supervisory Board or upon proposal of the Managing Board, which proposal has been approved by the Supervisory Board. On 19May 2017, the General Meeting designated the Managing Board as a competent body, subject to the approval of the Supervisory Board, to issue ordinary shares and grant rights to subscribe ordinary shares for general purposes including but not limited to the financing (in cash or in kind by way of ordinary shares) of mergers and acquisitions, as well as facilitating grants under the Company remuneration and long term incentive plans. The remuneration policy that was approved during the General Meeting held on 6 May 2015 governs the remuneration of the members of the Managing Board, which consist of the following components:  a fixed (base) salary component (“gross annual salary”);  a short term incentive (STI) in the form of cash reward;  a long term incentive (LTI) in the form of equity; and  pension provisions and fringe benefits. There is only one class of Euronext shares issued and each of these shares has only one vote. Shares held by the Company or its subsidiaries do not have voting rights. Detailed information about Euronext’s shareholders can be found in the “4.4 - Share Classes and major shareholders” section of this Registration Document. Reference shareholders Prior to the IPO, on 27 May 2014, a Group of institutional investors (collectively, the “Reference shareholders” , and each a “Reference shareholder” ) purchased an aggregate percentage of the issued and outstanding Ordinary Shares from ICE, the selling shareholder at the IPO. The Reference shareholders have entered into a reference shareholders’ agreement (the “Reference shareholders Agreement” ) 2. 3.

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www.euronext.com

2017 REGISTRATION DOCUMENT