EURONEXT_Registration_Document_2017

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GENERAL DESCRIPTION OF THE COMPANY AND ITS SHARE CAPITAL

Share Classes and Major Shareholders

the General Meeting, each Reference shareholder will exercise, and will cause any of its affiliates to exercise, its voting rights in such Shareholders’ Meeting in accordance with the decision of the Committee of Representatives on the relevant subject. The Reference shareholders agree to vote in accordance with the decision of the Committee of Representatives on any proposed shareholders’ resolutions. The following resolutions require a qualified majority of two thirds of the votes cast:  any issuance of Ordinary Shares by the Company or rights to acquire Ordinary Shares (and exclusion or limitation or pre- emption rights, as the case may be);  any decrease in the share capital of the Company;  any authorisation for the Company to acquire its own shares;  any issuance of securities other than Ordinary Shares, to the extent these give exposure to Ordinary Shares, including but not limited to hybrids and covered bonds;  any proposal to appoint, suspend or remove any member of the Supervisory Board (including but not limited to any Reference shareholders director);  any going private transaction or other change of control of the Company;  any major identity transforming transactions requiring shareholders’ approval pursuant to section 2: 107a of the Dutch Civil Code;  any other major acquisitions or disposals not requiring approval under section 2: 107a of the Dutch Civil Code;  any amendment of the Articles of Association of the Company; and  any proposal for legal merger, demerger, conversion or dissolution of the Company. For the following resolutions, the adoption is by absolute majority of the votes cast:  any proposal to appoint, suspend or remove any member of the Managing Board;  adoption of the annual Financial Statements of the Company;  discharge of the members of the Managing Board and the Supervisory Board; and  any dividend or other distribution to shareholders. Termination The Reference shareholders Agreement and all restrictions and requirements thereunder or pursuant thereto shall terminate upon the earlier of (i) expiry of the Restricted Period, unless extended by written agreement signed by all Reference shareholders, subject to any regulatory declarations of no objection or regulatory approvals, (ii) the Company becoming bankrupt or being granted a (provisional) suspension of payment, and (iii) at any time after the Restricted Period, the aggregate shareholding of the Reference shareholders becoming less than 23% of the issued share capital of the Company unless increased to at least 23% again within 30 days after such event. The Reference shareholders Agreement is terminating in June 2019.

law and regulation, and with the understanding that no Reference shareholder will be obliged to sell its Ordinary Shares regardless the common position taken. Further Restrictions Each of the Reference shareholders has agreed not to enter into any transaction or do anything, and not to permit its affiliates to enter into any transaction or do anything, if such transaction or action would result in the Reference shareholders or any of them becoming obligated to make a mandatory bid ( verplicht openbaar bod ) for the Ordinary Shares within the meaning of section 5:70 of the DutchWet op het financiëel toezicht (Financial Supervision Act) implementing Article 5 of Directive 2004/25/EC. Supervisory Board Representation The Reference shareholders, acting jointly, will have the right to one third of the Supervisory Board seats. Members of the Supervisory Board who are appointed upon a nomination by the Reference shareholders are referred to as “Reference shareholder directors”. The Supervisory Board undertakes to include the name of the person nominated by the Reference shareholders in its binding nomination to the Shareholders Meeting of Euronext, unless the Supervisory Board objects against the nomination if it reasonably believes that the nominee may not fulfil the suitability and integrity criteria under applicable Dutch law, and always subject to any applicable regulatory assessments, approvals and requirements. The Reference shareholder directors have been appointed by the General Meeting each for a term of four years. If the Reference shareholders Agreement is terminated before the end of term of office of each Reference shareholder director, his or her term of office shall lapse immediately after the day of the first General Meeting of Euronext to be held after the date of termination of the Reference shareholders Agreement. Committee of Representatives Each Reference shareholder has appointed one representative and one alternate duly authorised to represent and Act for and in the name of the relevant Reference shareholder and any and all of its affiliates for all purposes of the Reference shareholders Agreement, who shall be the contact person vis-à-vis the other Reference shareholders and the Company. The representatives of all Reference shareholders constitute the Committee of Representatives which decides on all matters requiring a joint decision of the Reference shareholders. The decisions of the Committee of Representatives shall be binding upon all Reference shareholders. Voting Depending on the decision concerned, the decisions of the Committee of Representatives shall be adopted by absolute majority of the votes cast or by qualified majority of two thirds of the votes cast, as indicated below. Each Reference shareholder will have such number of votes equal to the aggregate number of Ordinary Shares held by the Reference shareholder and its affiliates, provided that no Reference shareholder shall at any time have one-third or more of the votes within the Committee of Representatives regardless of the number of Ordinary Shares held. In all instances where the Reference shareholders Agreement calls for joint decision making of the Reference shareholders in

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www.euronext.com

2017 REGISTRATION DOCUMENT