Euronext N.V.

Annual Report (ESEF) • Apr 6, 2023

eur-2022-12-31-en 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Table of content 1 Presentation of the Group 6 General Description of the Company and 1.1 Company Profile its Share Capital 1.2 Strategy 6.1 Legal Information on the Company 1.3 Description of the Business 6.2 Share Capital 1.4 Regulation 6.3 Shareholder Structure 6.4 Share Classes and Major Shareholders 6.5 General Meeting of Shareholders and 2 Risk Management & Control Voting Rights 2.1 Risk factors 6.6 Anti-Takeover Provisions 2.2 Mitigation 6.7 Obligations of Shareholders and Members 2.3 Control Framework of the Managing Board to Disclose Holdings 6.8 Short Positions 6.9 Market Abuse Regime 3 Empower sustainable finance 6.10 Transparency Directive 3.1 Value Creation by Euronext 6.11 Dutch Financial Reporting Supervision Act 3.2 ESG Governance 6.12 Dividends and Other Distributions 3.3 Relevant Standards 6.13 Financial Calendar 3.4 Euronext's five ESG impact areas and the sustainable development goals 7 Operating and financial review 3.5 Summary of ESG KPI 7.1 Overview Appendix - Empower sustainable finance 7.2 Material contracts and related party transactions 4 Corporate Governance 7.3 Legal Proceedings 4.1 Dutch Corporate Governance Code, 7.4 Insurance "Comply or Explain" 7.5 Liquidity and Capital Resources 4.2 Management Structure 7.6 Tangible Fixed Assets 4.3 Report of the Supervisory Board 4.4 Remuneration Report of the Remuneration 8 Financial Statements Committee 8.1 Consolidated Statement of Profit or Loss 8.2 Consolidated Statement of Comprehensive 5 Selected historical consolidated financial Income information and other financial 8.3 Consolidated Balance Sheet information 8.4 Consolidated Statement of Cash Flows 5.1 Selected Historical Consolidated 8.5 Consolidated Statement of Changes Financial Information in Equity 5.2 Other Financial Information Notes to the Consolidated Financial Statements 9 Other information 9.1 Profit Appropriation Section 9.2 Auditor's Report Items above in the contents of the Universal Registration Document with the symbol 'DR' concern the Directors' Report within the meaning of Article 2:391 of the Dutch Civil Code 9.3 Limited assurance report of the independent auditor on Euronext N.V.’s selected ESG Key Performance Indicators Glossary, Concordance Tables & Annex 2022 UNIVERSAL REGISTRATION DOCUMENT including the Annual Financial Statements Euronext N.V. (the “Company” or “Euronext” and together with its subsidiaries, the “Group”) is a Dutch public company with limited liability (naamloze vennootschap), whose ordinary shares are admitted to listing and trading on regulated markets in the Netherlands, France, Belgium and Portugal. The applicable regulations with respect to public information and protection of investors, as well as the commitments made by the Company to securities and market authorities, are described in this Universal Registration Document (the “Universal Registration Document”). In addition to historical information, this Universal Registration Document includes forward-looking statements. The forward-looking statements are generally identified by the use of forward-looking words, such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “project”, “predict”, "target", “will”, “should”, “may” or other variations of such terms, or by discussion of strategy. These statements relate to Euronext’s future prospects, developments and business strategies and are based on analyses or forecasts of future results and estimates of amounts not yet determinable. These forward-looking statements represent the view of Euronext only as of the dates they are made, and Euronext disclaims any obligation to update forward-looking statements, except as may be otherwise required by law. The forward-looking statements in this Universal Registration Document involve known and unknown risks, uncertainties and other factors that could cause Euronext’s actual future results, performance and achievements to differ materially from those forecasted or suggested herein. These include changes in general economic and business conditions, as well as the factors described in section 2.1 - Risk Factors of this Universal Registration Document . This universal registration document has been filed with the Stichting Autoriteit Financiële Markten (the “AFM”) on 30 March 2023 as competent authority under Regulation (EU) 2017/1129 without prior approval pursuant to Article 9 of Regulation (EU) 2017/1129. This universal registration document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if approved by the AFM together with any amendments, if applicable, and a securities note and summary approved in accordance with Regulation (EU) 2017/1129. 2022 UNIVERSAL REGISTRATION DOCUMENT 1 A message from Stéphane Boujnah, our Chief Executive Officer and Chairman of the Managing Board Dear Shareholders 2022 was a critical year for Euronext, and for Europe. The military invasion of Ukraine by Russia has demonstrated very clearly the need for reinforced European cooperation and a strengthened European Union. At Euronext, we are committed to our European roots and to our global ambitions. We know that cooperation across Europe is vital to secure prosperity and peace among the European nations that have pooled their destiny in common. The challenges our continent is facing is a reminder to us all of the common values we defend, as we continue to build the leading pan-European market infrastructure. In 2022, Euronext reached record revenue resulting from the strong performance of our non-volume related activities, together with efficient management of revenue capture and of cash trading market share. Thanks to our trademark cost discipline, we reported lower costs than our 2022 cost guidance. As a result, we achieved an adjusted EBITDA of €861.6 million, which translated into an adjusted EPS of €5.21. Consequently, we will propose a total dividend of €236.6 million, or €2.22 per share, at our next annual general meeting to be held in May 2023. We celebrated in April 2022 the one-year anniversary of the acquisition of the Borsa Italiana Group, a turning point in the history of Euronext. A lot has been accomplished and 2022 has been critical to the integration. We are proud that some of the key milestones of our ‘Growth for Impact 2024’ strategic plan have already been successfully completed. We also confirmed that all the Euronext strategic projects are progressing well. The migration of the Euronext Core Data Centre from Basildon in the United Kingdom to Bergamo in Italy on 6 June 2022 was one of our most strategic and ambitious projects. It was delivered smoothly, on schedule and on budget. 25% of the equity trading in Europe is now handled every day within our new green Core Data Centre located in the European Union. Throughout the year, we continued to consolidate our leadership position in the listing and trading of equities in Europe, and as the first debt listing venue worldwide. In 2022, Euronext welcomed 83 new equity listings to its seven listing venues across Europe, half of which were Tech companies. As part of the integration of the Borsa Italiana Group, we also introduced a new listing framework in Italy, harmonised with Group and global standards to simplify access to financing for local and international issuers. In 2023, we will bring the Italian markets to our single trading platform, Optiq®, creating the deepest liquidity pool in Europe, and strengthening the leading European listing platform. Euronext Clearing will become the clearing house of choice for Euronext cash equity markets in Q4 2023, and the clearing house for listed derivatives and commodities markets in Q3 2024. This strategic transformation will allow Euronext to directly manage these key client services and provide a harmonised and internalised clearing framework across all Euronext venues. Our good progress on the Borsa Italiana integration programme allowed us to upgrade our 2024 annual run- rate synergy targets to €115 million. Another major step in our ESG commitment was achieved in 2022. In June, we published ambitious Euronext carbon footprint reduction targets to reduce our greenhouse gas emissions in alignment with the Paris Agreement. Our targets were validated by the Science-Based Targets initiative (SBTi) at the beginning of 2023. Our new green Core Data Centre is a major step in achieving Euronext's ESG goals, allowing us to reduce our own carbon footprint while also enabling our colocation clients to lower their environmental impact. 2022 has once again demonstrated our ability to deliver key strategic migrations on time, on budget, and with excellent results. 2023 will be another transformational year for Euronext. The projects we are implementing, and the plans we are preparing, will shape the future of the Euronext Group for the next ten years. All of us will be working hard on numerous transformative projects. I am certain that our diversified business model, our hard work, and our agile operating culture, combined with our continued cost discipline, will allow us to reinforce our position as the leading market infrastructure in Europe, shaping capital markets for future generations. Stéphane Boujnah "This year has been crucial in laying the foundations for the future growth of Euronext. We have successfully completed the first major milestone of our ‘Growth for Impact 2024’ strategic plan with the migration of our Core Data Centre. Our achievements in 2022 pave the way for the next steps to be delivered in 2023 and 2024. These are the critical bricks to complete our presence across the integrated value chain, allowing us to innovate and shape capital markets in line with evolving client needs, and making Euronext even stronger to deliver future growth. " Stéphane Boujnah 2 2022 UNIVERSAL REGISTRATION DOCUMENT A record performance in 2022 €1,419m €862m 58.7% +9.3% +11.7% ADJUSTED EBITDA MARGIN REVENUE ADJUSTED EBITDA 83.9%1) €5.21 €2.222) EBITDA TO NET OPERATING CASH FLOW ADJUSTED EPS DIVIDEND PER SHARE Continued progress on the Borsa Italiana Group integration and first strategic project delivered in 2022, continued strong cost discipline €34.1m Successful migration of Euronext Core Data Centre from Basildon to Bergamo, generating first revenue synergies of the integration programme RUN-RATE SYNERGIES DELIVERED Continued cost optimisation policy delivering cost synergies €44.2 million of cumulated implementation costs incurred at the end of 2022 The good progress on the Borsa Italiana Group integration programme let Euronext to upgrade its 2024 annual run-rate pre-tax synergies by €15 million to €115 million, almost twice the amount of initial synergies announced in October 2020 Others includes other income and transitional revenue 1) Excluding the impact on working capital of Nord Pool and Euronext Clearing CCP activities 2) Subject to shareholders approval at the 2023 Annual General Meeting Underlying revenue and income as well as Adjusted EBITDA are defined in section 5.2 - Other Financial Information 2022 UNIVERSAL REGISTRATION DOCUMENT 3 4 2022 UNIVERSAL REGISTRATION DOCUMENT 2022 UNIVERSAL REGISTRATION DOCUMENT 5 6 2022 UNIVERSAL REGISTRATION DOCUMENT 2022 UNIVERSAL REGISTRATION DOCUMENT 7 8 2022 UNIVERSAL REGISTRATION DOCUMENT 2022 UNIVERSAL REGISTRATION DOCUMENT 9 10 2022 UNIVERSAL REGISTRATION DOCUMENT 2022 UNIVERSAL REGISTRATION DOCUMENT 11 Euronext N.V. is a Dutch public company with a two-tier governance Euronext Supervisory Board 7 independent members Piero Novelli Dick Sluimers Nathalie Rachou Morten Thorsrud Rika Coppens Manuel Ferreira Da Silva Padraic O'Connor Chairman Vice- Chairman Age: 65 Age: 51 Age: 50 Age: 65 Age: 73 Age: 57 Age: 69 3 members representing Euronext reference shareholders Alessandra Ferone Olivier Sichel Diana Chan Age: 52 Age: 55 Age: 68 Committees of the Supervisory Board Audit Risk Remuneration Nomination & Governance Dick Sluimers Morten Thorsrud Nathalie Rachou Dick Sluimers Diana Chan Diana Chan Diana Chan Diana Chan Rika Coppens Rika Coppens Manuel Ferreira da Silva Manuel Ferreira da Silva Alessandra Ferone Alessandra Ferone Padraic O’Connor Padraic O’Connor Morten Thorsrud Dick Sluimers Dick Sluimers Nathalie Rachou Euronext Managing Board Stéphane Delphine Fabrizio Simone Boujnah D'Amarzit Testa Huis In't Veld CEO and Chairman CEO Euronext CEO Borsa Italiana CEO Euronext of the Managing Board Paris and Head of Fixed Income trading Amsterdam Age: 58 Age: 49 Age: 54 Age: 52 Chris Øivind Isabel Daryl Topple Amundsen Ucha Byrne CEO Euronext London CEO Oslo Børs CEO Euronext CEO Euronext and Head of Global Sales Lisbon Dublin Age: 53 Age: 55 Age: 57 Age: 51 Vincent Manuel Van Dessel Bento CEO Euronext COO Brussels Subject to regulatory and shareholders approvals Age: 64 Age: 48 Permanent attendees to the Managing Board Giorgio Sylvia Camille Amaury Simon Anthony Angelo Modica Andriessen Beudin Houdart Gallagher Attia Proni Group CFO General Head of Strategic Chief Talent Head of Cash Global Head of CEO of Counsel Development Officer and Derivatives Primary Markets MTS and M&A & Post Trade 12 2022 UNIVERSAL REGISTRATION DOCUMENT Shareholding structure as of December 2022 The shareholding structure as of 31 December 2022 was as follows. Shareholder Number of shares % of capital Reference shareholders (a) 25,501,046 23.81% Treasury Shares 378,531 0.35% Employees 119,435 0.11% Free float 81,107,282 75.73% TOTAL 107,106,294 100.00% (a) Only includes the shares held within the Reference Shareholders Agreement Source: Euronext shareholders identification data Euronext Reference Shareholders Name of reference shareholder Number of shares Individual shareholding (% of capital) ABN AMRO Bank N.V. through its subsidiary ABN AMRO Participaties Fund I B.V. 539,000 0.50% Caisse des Dépôts et Consignations 7,840,000 7.32% CDP Equity 7,840,000 7.32% Euroclear S.A./N.V. 4,284,252 4.00% Intesa SanPaolo 1,606,594 1.50% Société Fédérale de Participations et d’Investissement/ Federale Participatie- en Investeringsmaatschappij 3,391,200 3.17% TOTAL SHAREHOLDING (a) 25,501,046 23.81% (a) Only includes the shares held within the Reference Shareholders Agreement Other shareholders having publicly declared a threshold crossing Shareholder having crossed the threshold Nb of shares % of voting rights at date of declaration Massachusetts Financial Services Company 5,385,551 6.55% Capital Research and Management Company — 5.14% BlackRock Inc. 3,675,507 4.20% 2022 UNIVERSAL REGISTRATION DOCUMENT 13 This page has been intentionally left blank 1 Presentation of the Group 14 2022 UNIVERSAL REGISTRATION DOCUMENT 1 1.1 Company Profile 1.4 Regulation 1.1.1 History 1.4.1 Overview 1.1.2 Ambition 1.4.2 European Regulation 1.1.3 Business Environment 1.4.3 Ownership Limitations and Additional Notification Requirements 1.2 Strategy: "Growth for Impact 2024" Strategic Plan 1.2.1 " Growth for Impact 2024", mapping path to build the leading market infrastructure in Europe 1.2.2 Strategic Developments in 2023 1.2.3 Strategic Targets and Prospects in 2024 1.3 Description of the Business 1.3.1 Business Overview 1.3.2 Strengths 1.3.3 Listing 1.3.4 Trading 1.3.5 Advanced Data Services 1.3.6 Investor Services 1.3.7 Post Trade 1.3.8 Euronext Technology Solutions & Other Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 15 1.PRESENTATION OF THE GROUP 1.1Company Profile Euronext N.V. is a Dutch public company with limited liability (naamloze vennootschap) with its registered office in Amsterdam. the Netherlands, Euronext N.V. is registered with the trade register of the Chamber of Commerce for Amsterdam, the Netherlands, under number 60234520. Euronext N.V. has its main subsidiaries in Belgium, Denmark, France, Ireland, the Netherlands, Norway, Portugal, Italy, the United Kingdom and the United States. Euronext N.V. has diversified its activities and services offering through selected acquisitions (please refer to section 1.1.1 - History) and expanded its European federal model, with the acquisition of 100% of the Irish Stock Exchange on 27 March 2018, 100% of Oslo Børs VPS on 4 July 2019, 100% of VP Securities on 4 August 2020 and 100% of London Stock Exchange Group Holdings Italia S.p.A. (renamed Euronext Holding Italia S.p.A. after the acquisition) and its subsidiaries (Borsa Italiana Group) on 29 April 2021. Euronext N.V. has a two-tier governance structure with a Supervisory Board and a Managing Board. Euronext was incorporated under the name Euronext Group N.V. on 15 March 2014 in the context of a demerger of Euronext N.V., which was a company owned by ICE. Euronext Group N.V. changed its name to Euronext N.V. on 2 May 2014. The following chart provides an overview of Euronext N.V. main entities as of 31 December 2022. Percentages refer to both share of capital and voting rights. 100% Euronext Paris S.A. Sicovam Holding S.A. 9.6% 100% Euronext London Ltd 100% Euronext UK Holding Ltd 100% Commcise Software Ltd Euronext N.V. 100% Euronext Holding Italia S.p.a. 99.99% Borsa Italiana S.p.A 98.92% Monte Titoli S.p.A. 75% 62.53% 99.99% GATElab S.r.l. Elite S.p.A. MTS S.p.A. Cassa di Compensazione e Garanzia S.p.A. 100% Euronext Lisbon S.A. 100% Interbolsa S.A. 100% Euronext Amsterdam N.V. 100% Euronext Brussels 100% Euronext Nordics Holding AS 66% Nord Pool Holding AS 100% 100% 5% Oslo Børs ASA Verdipapirsentralen ASA Nordic Credit Rating AS 100% VP Securities AS 100% Irish Stock Exchange Plc 100% Euronext US Inc. 100% Euronext FX 100% Euronext IP & IT Holding B.V. 100% Euronext Corporate Services B.V. Banque centrale de Compensation S.A. 11.1% Euroclear N.V./S.A. 3.34% Liquidshare 16.23% Tokeny S.a.r.l 19.47% Sicovam owns a 15.89% stake in Euroclear and Irish Stock Exchange plc owns 0.19% in Euroclear ** Liquidshare is under liquidation as of 31 December 2022 1 Presentation of the Group 16 2022 UNIVERSAL REGISTRATION DOCUMENT 1.1.1HISTORY Today, Euronext is the leading pan-European market infrastructure, offering a diverse range of products and services across the value chain and notably operating transparent and efficient equity, fixed income securities and derivatives markets in Amsterdam, Brussels, Dublin (since March 2018), Lisbon, Milan (since April 2021), Oslo (since June 2019) and Paris. Euronext’s businesses comprise equity, debt, fund and ETF listing, corporate and investor services, cash trading, foreign exchange trading, derivatives trading, fixed income trading, power trading, advanced data services and post-trade services (including clearing in Italy and custody and settlement in Denmark, Italy, Norway and Portugal) as well as technology solutions. As of the end of December 2022, Euronext has close to 1,930 listed equity issuers totalling around €6.3 trillion in combined market capitalisation, positioning it as the largest equity listing venue in Europe, and attracting the majority of listings from domestic and international companies in Europe. The Group is also the leading bond listing venue globally with over 53,000 bonds listed. Further, Euronext is the largest equity lit trading venue in Europe, processing over 25% of on- exchange lit trading flows in 2022. On the seven national markets it operates, the Group reported on average a 66.6% market share on cash equity lit trading. Euronext is about to be present on the full trading value chain, ranging from listing to custody and settlement, following the clearing migration planned in 2023 and 2024. Euronext in its original form was created in 2000 and takes its roots from the European construction. It began as the result of a three-way merger of the Paris, Amsterdam and Brussels exchanges, which were combined into a unique federal model with unified rules and a Single Order Book, operating on the same electronic trading platform and cleared by LCH S.A. central counterparty (CCP). This created the first genuinely cross-border exchange in Europe, pre-dating all initiatives by policy makers to allow for the creation of pan-European market places. This was complemented soon after by the acquisition of the London- based derivatives market, LIFFE, and the merger with the Portuguese exchange. In May 2006, Euronext entered into an agreement with NYSE group for the combination of their respective businesses. The new holding company of these combined businesses, NYSE Euronext, was subsequently listed on the New York Stock Exchange and on Euronext Paris. In 2010, NYSE Euronext launched Euronext London, a London-based securities market aiming at attracting international issuers looking to list in London and benefit from Euronext’s value proposition1. In November 2013, ICE, an operator of global markets and clearing houses, acquired NYSE Euronext. A key element of the overall transaction was the separation and IPO of NYSE Euronext’s continental European exchanges as a stand- alone entity. In order to do this, ICE carved out the continental European operations of NYSE Euronext and Euronext London into a newly formed entity, which was subsequently renamed Euronext N.V. Since its successful IPO on 20 June 2014, Euronext N.V. has been an independent listed company. In May 2016, Euronext N.V. launched its strategic plan named “Agility for Growth” which defined its growth ambitions for 2019, both through organic growth and bolt- on acquisitions. In 2017, Euronext N.V. diversified its revenue, through the acquisition of 90% of the shares of the spot forex platform FastMatch (subsequently renamed Euronext FX), and by investing in corporate services companies. In 2018, Euronext N.V. expanded its listing franchise, welcoming a new exchange to its federal model with the acquisition of the Irish Stock Exchange, now Euronext Dublin. The Group also strengthened its Corporate Services offering with the acquisition of InsiderLog and widened its product offering with the launch of Investor Services through the acquisition of Commcise in December 2018. In 2019, Euronext N.V. pursued the expansion of its federal model with the acquisition of Oslo Børs VPS, strengthening its capital markets footprint and its post-trade franchise and marking the first step in its Nordic expansion ambitions. The Group also continued to invest in innovative solutions, such as in Tokeny Solutions. In October 2019, Euronext launched its strategic plan, "Let's Grow Together 2022" under which Euronext built the leading pan-European market infrastructure, and which targets have been achieved two years in advance. In 2020, Euronext N.V. pursued both its Nordic and federal model expansion. The Group acquired a majority stake in Nord Pool, a leading power trading infrastructure operating in the Nordic region, Baltics and the Central and Western Europe region, widening its range of asset classes. The Group also strengthened its post-trade offering with the acquisition of VP Securities, now Euronext Securities Copenhagen, the Danish domestic CSD, and expanded its corporate services franchise with the acquisition of Troisième Sens and Ticker. In 2021, Euronext N.V. pursued both its federal model and asset class expansion with the transformational acquisition of 100% of the entire issued share capital of London Stock Exchange Group Holdings Italia S.p.A., the holding company of the Borsa Italiana Group. The transaction, which was completed on 29 April 2021, significantly enhances the scale of Euronext, diversifies its business mix into new asset classes and strengthens its post-trade activities, especially in clearing. In November 2021, Euronext N.V. launched its new strategic plan "Growth for Impact 2024", which sets out the Group's ambition to build the leading market infrastructure in Europe. Under this plan, Euronext N.V. will continue to pursue its mission to connect European economies to global capital markets, to accelerate innovation and sustainable growth. The Group aims to make an impact on its industry and its ecosystem to shape capital markets for future generations (see section 1.2 - Strategy: “Growth for Impact 2024” Strategic Plan for more information on Euronext's strategy). In 2022, Euronext N.V. delivered on significant milestones of its "Growth for Impact 2024" strategic plan. On 6 June 2022, Euronext N.V. achieved a key project with the successful completion of the migration of its Core Data Centre from Basildon, in the United-Kingdom, to Bergamo in Italy. Euronext N.V. continued to reinforce its presence across the value chain through selective acquisitions with acquisition of the technology businesses from Nexi's capital markets activities and the completion of a strategic partnership agreement between Euronext Securities and Spafid in issuer services. Euronext N.V. also proceeded to the Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 17 1 Ceased activities June 2020 disposal of a non-core asset with the sale of MTS Markets International Inc., a US subsidiary of MTS S.p.A. The Borsa Italiana Group integration programme is well advanced and has allowed Euronext to upgrade its 2024 target for run-rate annual synergy targets to €115 million, representing twice the amount announced in October 2020, when the acquisition was first announced (€60 million). 1.1.2AMBITION Euronext is the leading pan-European market infrastructure. Its core mission is to connect European economies to global capital markets, to accelerate innovation and sustainable growth. The Group's ambition and driver of its strategy is to build the leading market infrastructure in Europe. In 2022, Euronext confirmed its positioning as the leading European listing and trading venue with 83 new equity listings and average daily cash trading volumes of €11.7 billion. As a European group with a profile that is ‘united in diversity’, Euronext aims to play a constructive role in its local ecosystems and act as an industry problem-solver while contributing to making Europe an attractive block in a multipolar world. Euronext believes that the Group’s model is best suited to contribute to the construction of a true European market. It operates regulated markets in Belgium, France, Ireland, Italy, the Netherlands, Norway and Portugal, all of which are connected via a unique, single trading platform, with a central order book and with a harmonised regulatory framework2. Euronext has a proven track record in connecting other independent exchanges to its single trading platform, as demonstrated with the migration of Euronext Dublin in 2019 and the migration of Oslo Børs markets in 2020. Euronext has announced the migration of Borsa Italiana equity markets to its Optiq® trading platform in March 2023, and the planned migration of other Borsa Italiana markets from the fourth quarter of 2023. Euronext’s unique central order book allows investors to benefit from being able to trade, clear and settle in a uniform way throughout various jurisdictions while also accessing a broad and deep pool of liquidity. As an operator of regulated capital markets, Euronext brings together buyers and sellers in venues that are transparent, efficient and reliable. The Group combines cash, fixed income securities and derivatives markets in its seven locations together with a global foreign exchange trading venue. Euronext’s broad portfolio of products, services and platforms covers the full capital markets value chain and range of market services, including the provision of market information, the development and operation of information technology systems, investor services and easy access to settlement and clearing facilities. Euronext announced in April 2021 the strategic decision to migrate its Core Data Centre from Basildon, in the United Kingdom, to Bergamo, in Italy. The migration is in response to multiple factors, including the dynamic created by Brexit and a strong rationale to locate the Group’s Core Data Centre in a European Union country where Euronext operates a large business, and an ESG commitment. This transformative move, managed in collaboration with clients, marks a milestone in bringing back to the European continent the data centre that handles 25%3 of European trading volumes. The migration of the Group Core Data Centre was successfully completed on 6 June 2022. In recent years, Euronext has expanded into fast-growing revenue services and new asset classes. Euronext has built a complete Corporate Services offering through successive bolt-on deals. This offering, also aimed at non-issuers, was designed to meet clients’ needs in critical areas such as regulation, governance, communication, and compliance. Euronext has also entered new asset classes to diversify its business with the acquisition of Euronext FX (formerly FastMatch) in 2017, expanding into the FX market, and in 2020 with the acquisition of Nord Pool, a leading power trading infrastructure in the Nordics, expanding into the power market. These acquisitions enabled Euronext to target a new set of clients around the globe. With the acquisition of the Irish Stock Exchange, now Euronext Dublin, in 2018, Euronext became the global leader in the listing of debt and funds securities. Since April 2021, Euronext is the majority owner of MTS S.p.A., the leading fixed income trading platform in Europe, number one for Dealer-to-Dealer (D2D) European Government bonds trading, number one in Italian repo trading and number three in Europe in Dealer-to-Client (D2C) European Government bonds trading. Euronext will strengthen its leading position in D2D, through an extended geographical reach and an expanded offering with new services. Its buy-side reach will be expanded through MTS BondVision together with the deployment of an added-value data offering. MTS will expand across the full value chain, by exploring opportunities to deploy new and existing solutions to meet the needs of its clients. With Interbolsa in Portugal (now Euronext Securities Porto), and the acquisition of VPS (Euronext Securities Oslo) as part of Oslo Børs VPS in Norway in 2019, VP Securities (Euronext Securities Copenhagen) in Denmark in 2020 and Monte Titoli (Euronext Securities Milan) in Italy in 2021, Euronext has positioned itself as a leading central securities depository (CSD) operator in Europe. Euronext has combined its four CSD brands into Euronext Securities, an umbrella brand for its CSD business, while keeping a strong local presence and identity. The Group aims to expand its post-trade services, harmonise processes and enhance the client experience. Through the acquisition of CC&G (Euronext Clearing) in April 2021, Euronext is now the owner of a multi-asset clearing house and is thus in a position to directly manage its clearing activities to complete its value chain. Euronext is determined to directly manage the clearing of its cash and derivatives flows. Euronext will grow CC&G into Euronext Clearing, making it Euronext’s central counterparty (CCP) of choice for its cash equity, listed derivatives and commodities markets4. Euronext will continue to offer an open access CCP model for cash equity clearing. These successful integrations highlight Euronext’s value proposition to benefit from Euronext’s extended client base and several cross-selling opportunities. Euronext aims to be the trusted choice for its clients providing them with access to European financial markets. It has transformed from an exchange into a market infrastructure, boosting its presence across the full value 1 Presentation of the Group 18 2022 UNIVERSAL REGISTRATION DOCUMENT 2 Borsa Italiana equity markets migrated in March 2023 and the migration of other markets to the Optiq® trading platform is planned from Q4 2023. 3In 2022 4Subject to regulatory approvals chain of financial markets, offering best-in-class services to all its clients. 1.1.3BUSINESS ENVIRONMENT As a market infrastructure, Euronext’s operations and performance depend significantly on market and economic conditions in Europe, but also the United States, Asia and the rest of the world. Euronext operates in a business environment that is best described as a complex non-linear system with dependencies on the decisions of policy makers and regulators worldwide, with subsequent developments in the legal, regulatory and tax environment as well as the macroeconomic environment both in Europe and abroad. Competition On the corporate listing side, competition between exchanges for domestic issuers is rare. When a domestic issuer lists on another exchange, it tends to be on a sector specific market rather than on another European stock exchange, in particular in for global companies and SMEs in the technology sector. As part of its strategy, Euronext strives to attract issuers from new markets: Euronext has an office in a European city outside its core markets – in Madrid (Spain) – to assist Tech companies in developing their business on a greater scale through capital markets and has launched in 2022 its Euronext Tech Leaders initiative to attract even more Tech companies. Euronext has confirmed its leadership position as the main listing venue in Europe with 83 listings in 2022. The aggregated market capitalisation of Euronext listed companies is twice the size of its main competitors, the London Stock Exchange Group and Deutsche Boerse5. In recent years Euronext has faced increased pressure on pricing and market share in equity trading, in particular from new entrants to the market that have fee structures that are significantly lower than the Company’s fee structure and a reduced cost structure aligned with their narrower service offering. However, Euronext remains the largest liquidity pool in Europe, with market share on its cash equity markets averaging 66.6% in 2022. Competition in fixed income continues to be fierce. MTS’ main competitors in both D2D (Dealer-to-Dealer) Cash and Repo are BrokerTec (owned by CME Group) and the voice brokers. In addition, local operators such as BME (owned by SIX) in Spain and HDAT in Greece continue to provide competition in the respective domestic markets. Bloomberg also competes in emerging and small-scale markets as well as for the Primary Auction business. Notwithstanding this, MTS continues to be the number 1 D2D venue for European Government Bonds, achieved by leveraging its global offering to incentivise and reward liquidity provision. Within D2C (Dealer-to-Client), the main competitors for MTS’ BondVision are Bloomberg, MarketAxess and TradeWeb (majority owned by LSEG). Euronext’s retail businesses face significant competition from Bank’s Systemic Internalisers as well as from Bloomberg, MarketAxess and TradeWeb. The competition for proprietary real-time market data is still limited as trading participants prefer to receive and use market data from the home exchange rather than using substitute pricing. However, Euronext is experiencing increasing pressure, both from a regulatory perspective (MiFID II) and a competitive perspective (alternative trading platforms, including multilateral trading facilities (MTFs) such as Cboe Europe, that focus on the most liquid blue chip stocks). Nevertheless, Euronext believes that diversity in the wide range of stocks listed on its markets is its strength in this increasingly competitive environment and will help Euronext retain its position as preferred data source. In less time-critical areas such as reference data – and particularly corporate actions and historical data – participants want a consolidated European feed from a single source. Euronext is not the only source of corporate actions or historical data so there is more competition in these areas. In the clearing space, while MiFID II / MiFIR provides open access provisions for cash equity clearing which leads to fragmentation and reduced profitability as many central counterparties (CCPs) get connected to multiple trading venues with pressure on fees, derivatives clearing operates through vertical integration whereby the overall trading and clearing value proposition are the main drivers to capture flows and markets shares. Euronext believes that with Euronext Clearing (ex CC&G) offering clearing services across all Euronext trading venues and asset classes, clients will benefit from an easier and streamlined access to Euronext's liquidity pool, delivering operational efficiencies, margin efficiencies and competitive clearing fees while providing a robust and resilient risk management framework, being the core function of a CCP. Since 2014 and the entry into force of the Central Securities Depository Regulation (CSDR), CSDs can compete against each other across the EU. Euronext CSDs can thus offer issuance, custody and settlement for securities issued outside of Portugal, Norway, Denmark and Italy whereas other CSDs can provide such services to issuers in these markets. Euronext CSDs have been able to maintain their strong local positions thanks to their ability to manage local specificities in each market as well as the network effect they have created over time. As for market operator technology, the market for financial information technology is intensely competitive and characterised by rapidly changing technology and new entrants. Euronext has built its next generation trading platform, Optiq®, and is well positioned to benefit from its state-of-the art stability, scalability and latency. Regulated Markets Regulated markets are markets constituted in an EEA Member State’s territory that meet the criteria of MiFID. Regulated markets have higher disclosure and transparency requirements than multilateral trading facilities. Trading on regulated markets is subject to stricter rules than on other types of trading venues. A regulated market cannot operate without securing prior authorisation from its regulator(s). Authorisation is subject to compliance with organisational requirements pertaining to conflicts of interest, identification and management of operational risks, systems resilience, the existence of transparent and non-discriminatory trading rules, as well as sufficient financial resources. Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 19 5 At end of December 2022 according to data from the World Federation of Exchanges, Federation of European Securities Exchanges and Euronext data Multilateral Trading Facilities Multilateral trading facilities (MTFs) are primarily institutional investor-focused marketplaces offering trading in pan-European securities on low-latency, low-cost platforms. They are usually operated by financial institutions (e.g. banks and brokerages) or operators of regulated markets. MTFs are also subject to less stringent disclosure, transparency and trading rules than regulated markets and have more discretion to operate and organise themselves. Euronext operates a number of MTFs, including its SME and midcap-dedicated marketplace Euronext Growth (formerly Alternext) (in Belgium, France, Portugal, Norway, Ireland, and Italy), Euronext Access (formerly the Marché Libre) in Belgium, Portugal and France, and Euronext Expand in Norway. Euronext also operates two MTFs in Ireland: the Global Exchange Market, for the listing of debt securities aimed at professional investors and investment funds, and the Atlantic Securities Market, for US listed companies seeking to access euro pools of capital. In Norway, Euronext operates Euronext NOTC (short for Norwegian OTC-list), a platform to provide quotes and allow non-listed firms to benefit from a certain level of liquidity. Finally, Euronext operates Euronext Block, a pan-European equity block pool in 12 national markets across Europe. Systematic Internaliser The systematic internaliser (SI) regime was introduced by MiFID in 2007. It defines an SI as an investment firm which, on an organised, frequent systematic and substantial basis, deals on an own account basis when executing client orders outside a regulated market, an MTF or an organised trading facility (OTF) without operating a multilateral system. SIs are bilateral trading platforms usually operated by banks or brokers and offering them the possibility to match client orders against their own capital, as an alternative to sending their orders to multilateral trading venues such as regulated markets or MTFs. SIs are subject to much lighter organisational, disclosure, and transparency requirements than regulated markets and MTFs while some elements of the framework may be amended (see Chapter 2 - Risk Management & Control Structure). Over-the-counter (OTC) In all asset classes, Euronext is faced with competition from unlicensed marketplaces operating over-the-counter. 1.2Strategy: “Growth for Impact 2024” Strategic Plan 1.2.1“GROWTH FOR IMPACT 2024”, A PATH TO BUILD THE LEADING MARKET INFRASTRUCTURE IN EUROPE Since its initial public offering (IPO) in 2014, through optimal resource allocation and cost control, as well as stronger development of underexploited businesses, Euronext has strived to deliver its solutions for the real economy. Following the delivery of its IPO objectives a year in advance, in May 2016 Euronext published its strategic plan, "Agility for Growth", outlining its growth ambitions to 2019. Euronext achieved most of its "Agility for Growth" ambitions one year in advance, and announced in October 2019 its next strategic plan, "Let’s grow together 2022", introducing its growth ambition to 2022. Under this plan, Euronext has successfully delivered its ambition to become the leading pan-European market infrastructure, through a combination of organic growth, the acquisitions of Nord Pool1 and VP Securities (Euronext Securities Copenhagen), and the transformational acquisition of the Borsa Italiana Group. Euronext achieved its 2022 financial targets two years in advance in 2020, thanks to strong organic revenue growth. Euronext now operates seven national markets, four central securities depositories (CSDs) and one multi-asset clearing house in Europe, as well as various trading infrastructures, giving it the ability to manage the entire capital markets value chain for the first time since its IPO. Euronext can now more than ever be bold and strategically ambitious, leveraging its strengths and greater scale to deliver on its new ambition: build the leading market infrastructure in Europe. In November 2021, Euronext released its new three-year strategic plan, "Growth for Impact 2024". Looking forward, Euronext intends to grow and leverage its scale for the benefit of its clients, team members, shareholders and stakeholders. Euronext's mission is to connect European economies to global capital markets, to accelerate innovation and sustainable growth. "Growth for Impact 2024" sets out the Group's ambition to build the leading market infrastructure in Europe. The Group aims to make an impact on its industry and its ecosystem fulfilling its purpose to shape capital markets for future generations. The “Growth for Impact 2024” strategic plan is built on the following strategic priorities: ■Leverage Euronext’s integrated value chain, through the European expansion of CC&G (renamed Euronext Clearing) clearing activities, the Core Data Centre migration to the European Union, and the international expansion of MTS; ■Pan-Europeanise Euronext CSDs through the expansion of services across its four CSDs in Portugal, Norway, Denmark and Italy, the harmonisation of processes and enhancement of the client experience; ■Build upon Euronext’s leadership in Europe, to further develop its leading listing and trading venues, to accelerate the delivery of innovative 1 Presentation of the Group 20 2022 UNIVERSAL REGISTRATION DOCUMENT 1 66% of the capital products and services thanks to technology, and to scale up advanced data services, corporate and investor services; ■Empower sustainable finance through an ambitious climate commitment for Euronext that aims to make a tangible impact on its partners and clients, with the launch of the Fit for 1.5° climate commitment, and also through an enhanced inclusive people strategy; and ■Execute value-creative M&A by continuing to seek external diversification opportunities, in line with Euronext’s strict investment criteria and its commitment to maintain an investment grade rating. Euronext’s 2024 strategic priorities I.Leverage Euronext’s integrated value chain European expansion of CC&G (Euronext Clearing) clearing activities to all Euronext markets2 Euronext has been, until 2021, the only market infrastructure that does not directly manage its clearing activities for its listed derivatives markets. Since 2003, Euronext has relied on a third-party clearing house, LCH S.A., for the clearing of most of its cash and derivatives trading flows on its markets, with a revenue sharing agreement. Euronext has proposed on various occasions to take control of LCH S.A., unsuccessfully. Today, for the first time, thanks to the acquisition of Euronext Clearing (formerly known as CC&G) in April 2021, Euronext is the owner of a multi-asset clearing house and is thus in a position to directly manage its clearing activities to complete its value chain. Euronext is determined to directly manage the clearing of its cash and derivatives flows. As of today, the only concrete option available is the European expansion of Euronext Clearing clearing activities3. Euronext plans to expand Euronext Clearing in Europe, making it Euronext’s central counterparty (CCP) of choice for its cash equity, listed derivatives and commodities markets. Euronext will continue to offer an open access CCP model for cash equity clearing. Euronext plans to position Euronext Clearing as a European clearing house. Euronext Clearing will be enhanced with a new Value at Risk framework, in an ongoing dialogue with regulators. Euronext Clearing will be reinforced by cutting- edge technology in line with its new international ambitions. The European clearing organisation has teams in Italy and France. This strategic ambition will allow Euronext to directly manage another core service for clients and create value through a harmonised clearing framework across Euronext venues. It will allow Euronext to align strategic priorities between trading and clearing, and significantly increase its footprint in the post-trade space. In addition, Euronext will be in an ideal position to innovate and improve time-to- market, notably on derivatives products, to serve the evolving needs of its clients. Revenue and costs contribution for this key project are part of the increased Borsa Italiana Group synergies target. Similarly, the necessary one-off costs to execute this project are included in the 2024 guidance4. In January 2023, Euronext sent notice of termination to LCH S.A. for its derivatives clearing agreements and confirmed the expansion of Euronext Clearing to listed derivatives and commodities markets for the third quarter of 2024. Migration of the Core Data Centre to Italy Euronext announced in April 2021 the strategic decision to migrate its Core Data Centre from Basildon, in the United Kingdom, to Bergamo, in Italy. The migration is a response to multiple factors, including the dynamic created by Brexit and a strong rationale to locate the Group’s Core Data Centre in a European Union country where Euronext operates a large business. This transformative move, managed in collaboration with clients, marks a milestone in bringing back to the European continent the data centre that handles 25% of European trading volumes. This migration allows Euronext to fully control and directly manage its core IT infrastructure, and a key service to clients, which was previously outsourced. This also allows the generation of colocation revenues, embedded in the upgraded synergies. Clients are benefitting from a state-of- the-art colocation facility. Since this data centre is 100% powered by renewable energy sources, clients see their own carbon footprints reduced. The Group Core Data Centre migration was completed in June 2022. This migration was timed to be ready for the migration of the Borsa Italiana equity and derivatives markets onto the Optiq® trading platform starting in 2023. Migration of Borsa Italiana equity and derivatives markets to Optiq® Borsa Italiana will join the Euronext central order book, which offers a unique gateway to investors accessing the largest liquidity pool in Europe. This single liquidity pool is powered by Optiq®, Euronext’s proprietary state-of-the-art technology, offering a unique entry point to Euronext’s securities and products for both local and global institutional investors and for retail investors. Issuers will benefit from this increased visibility towards international investors, while Italian brokers and investors will benefit from a single access point to trade the securities of seven European countries. Borsa Italiana equity markets migrated to the Optiq® trading platform in March 2023, and the migration is targeted from the fourth quarter 2023 for other Borsa Italiana markets. Expand the European footprint of MTS and enhance value MTS is the leading fixed income trading platform in Europe, number one in Europe for Dealer-to-Dealer (D2D) European Government bonds trading, number one in Italian repo trading and number three in Europe for Dealer-to-Client (D2C) European Government bonds trading. As part of its mission to finance the real economy, Euronext has proposed to the European Commission the use of the MTS platform for the secondary market, and transparent negotiation, of bonds issued within the NextGenerationEU recovery programme. Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 21 2 Subject to regulatory approvals 3 Subject to regulatory approvals 4To highlight its underlying performance, since Q1 2022 Euronext is adjusting its operating expenses and publishes an adjusted EBITDA excluding non-recurring items, such as implementation costs for the strategic projects announced. For more information on the guidance see 1.2.3 - Strategic Targets and Prospects in 2023. Euronext will strengthen its leading position in D2D, through extended geographical reach and an expanded offering with new services. Its buy-side reach will be expanded through MTS BondVision together with the deployment of an added-value data offering. MTS will expand across the full value chain, by exploring opportunities to deploy new and existing solutions to meet the needs of its clients. The incremental revenue from MTS’s expansion strategy is included in the €115 million Borsa Italiana Group targeted synergies. II.Pan-Europeanise CSDs through the expansion of services, the harmonisation of processes and enhancement of the client experience Euronext operates a leading CSD network representing €6.3 trillion in assets under custody, 120 million yearly settlement instructions and more than 7,700 issuers5. The Group is now the third-largest CSD operator in Europe. Euronext has combined its four CSD brands into Euronext Securities, a new umbrella brand for its CSD business, while keeping a strong local presence and identity. This new positioning will help Euronext gain new business and diversify its activity in Europe through the expansion of added-value services for financial institutions such as tax reporting services, compliance, data products and asset servicing. Euronext will also make new services available to issuers, especially SMEs, leveraging its fully digital issuance capabilities. Euronext Securities will also streamline processes to better serve local and international customers, gradually mutualising its infrastructure, applications, and functionalities to facilitate access to the local markets served by Euronext Securities and to support Euronext issuance and trading businesses across Europe. Finally, Euronext will roll out new targeted client interfaces and a client service model addressing the needs of both local and global clients. III.Build upon Euronext’s leadership in Europe Build upon our position as the leading European primary markets venue to create a global champion Euronext is the leading equity listing venue in Europe with close to 1,930 issuers representing €6.3 trillion of aggregated market capitalisation6. Euronext is also the world’s leader in debt listing with more than 53,000 listed securities7. Euronext’s size makes it by far the largest liquidity pool in Europe, providing an integrated “one-stop-shop” for local and global issuers, to cover their equity and debt financing needs, and corporate services. Building on its geographic expansion, with the recent additions of the Irish, Norwegian and Italian markets, Euronext will continue to expand its pan-European reach and will welcome top international issuers, leveraging its unique liquidity pool and sectorial strengths. With more than 1,500 SMEs listed on Euronext markets, the Group is committed to financing the real economy and will further simplify access to equity and bond financing by increasing the competitiveness of its listing venues. Euronext will expand Borsa Italiana’s STAR segment and grow the ELITE network to deepen its relationships with SMEs. Euronext’s successful pre-IPO programmes will be strengthened, notably with specific ESG modules to support issuers in their ESG transition and to comply with non- financial disclosure requirements. Euronext is Europe’s leading venue for Technology companies, with over 750 issuers listed on its markets across clean technologies, life sciences, technology, media and telecom (TMT), bio- technologies, medical technologies, and other sectors. Euronext will continue to grow this franchise, notably by continuing to invest in dedicated pre-IPO programmes, such as TechShare, which now counts over 680 alumni and more than 80 partners across 10 countries. Euronext has launched in June 2022 Euronext Tech Leaders initiative, including a segment and index dedicated to highlighting the visibility and attractiveness of high-growth listed Tech companies among international investors, together with a suite of services to support them through their financial journey. Alongside this segment, Euronext plans to launch a full suite of pre-IPO services to attract private Tech listing candidates to Euronext's markets, supporting their growth financing needs. Euronext has the ambition to become the leading global ESG financing venue, and the partner of choice for issuers in the sustainable transition. The Group will create a climate transition market segment, dedicated to issuers committed to Science-Based Targets8, has expanded ESG bonds to track the 1.5-degree ambitions of ESG bond issuers, flagging taxonomy-eligible issuers to increase their visibility to investors. Please refer to section 3 - Empower Sustainable Finance for more details. Capitalising on accelerated trends towards digitalisation, Euronext Corporate Services has successfully delivered 24% revenue compound annual growth rate (CAGR) between 2018 and 2021, and it now serves over 4,500 clients in 30 countries, spanning listed and private companies, as well as public sector entities. Euronext Corporate Services has transformed several single-product companies into a pan- European multi-product business, supporting clients’ needs in compliance, communication, governance, and investor relations. Euronext will continue to grow Corporate Services further by consolidating its position in core domestic countries, growing internationally in new strategic markets, and continuously developing the portfolio of solutions, with a specific focus on Compliance. Leverage our scale as the leading European venue for trading Euronext operates seven regulated markets and is the number one European cash equity trading venue, with €11.7 billion of cash average daily volumes (ADV)9, representing a quarter of European lit volumes. Euronext has shown a unique track record in the management of cash trading market share and value extraction. Euronext has leveraged its unified markets with a standardised approach across Europe, while protecting local specificities and ecosystems. Euronext wishes to consolidate its European scale and maximise touchpoints upstream in the value chain. This strategy, combined with the Core Data Centre migration, the migration of Borsa Italiana capital markets to Optiq® and the European expansion of Euronext Clearing clearing 1 Presentation of the Group 22 2022 UNIVERSAL REGISTRATION DOCUMENT 5 At end December 2022 6 At end December 2022 7 At end December 2022 8 The Science-Based Targets initiative - see chapter 3 9 In 2022 activities, aims to build the launchpad for an integrated European market. Euronext will continue to be the most liquid and largest trading venue in Europe, and to extract superior value from cash trading activities. It will develop a new generation of pricing strategies, built on its years of expertise, to support yields and market quality. It will continue to support diversity of flows by offering a trading model that meets the needs of both local and global players to offer a best-in- class trading experience for retail and institutional investors. The derivatives franchise will be strengthened by expanding to new geographies and leveraging Borsa Italiana markets, and by developing more ESG-related products. The European expansion of the Euronext Clearing clearing operations will give Euronext the flexibility to develop products to meet client demand quickly and efficiently. Euronext offers its clients the option of exposure to crypto- assets through a suite of new products. After the recent success of the listing of cryptocurrency exchange traded products (ETPs) on Euronext, the Group will continue to expand its crypto-tracking ETP offering. Euronext proposes a new family of Euronext branded crypto-indices to support the launch of related products. Moving forward, Euronext will provide its clients with exposure to crypto-assets with the same level of regulatory security and operational efficiency as on Euronext’s core markets. Scale up our Advanced Data Services Euronext’s Advanced Data Services business will scale up by leveraging the most comprehensive cash equity data in Europe, its fast-growing index franchise, and new datasets from recent acquisitions. Euronext aims to become the number one European ESG index provider, leveraging national brands, strong local presence and its ecosystem of innovative ESG data partners (refer to section 3 - Empower Sustainable Finance for more details). Euronext will build on recent successes to further deepen its relationship with exchange traded fund (ETF) issuers and asset owners. It will take its data analytics offering to the next level by building on leading quant capabilities and the most advanced data products tailored to end-user client segments. And Euronext will also monetise non-public proprietary data and extend its expertise to new datasets from recently integrated businesses, such as fixed income. Euronext will support the evolving use of market data and adapt its product suite and commercial policies to new usage demands. It will leverage technology, both cloud and digital, to transform data servicing and data distribution, benefiting from the Group’s new scale. Leverage scale in technology to deliver innovative products and services Euronext continually develops its existing architecture and ensures business scalability using cloud, microservices and application programming interface services. Harmonisation of its infrastructure, especially across Euronext’s CSD network, will permit further efficiencies. Euronext will also harness data science to develop innovative solutions, products and services. Euronext has consistently invested in resiliency and platform stability, and its proprietary Optiq® trading platform handled trading volatility peaks seamlessly in 2020, 2021 and 2022. To continuously improve the monitoring of its IT systems along the trading chain, Euronext has developed a set of best practices supported by a comprehensive data-driven operational risk framework. Euronext has significantly invested in and improved its crisis management framework. It performs regular stress training, relying on a robust playbook for decision-making and a comprehensive crisis communication plan. In the years to come, Euronext will continue to invest to deliver best-in-class resiliency and stability for its platform, while offering new services and products. Furthermore, Euronext will extend the use of artificial intelligence to improve data analysis and infrastructure agility. Customer satisfaction is at the centre of Euronext’s strategy. Investment in enhanced digital tools will allow the Group to offer a better and more unified customer experience. IV.Empower sustainable finance through an ambitious environmental, social, and governance (ESG) strategy “Growth for Impact 2024” builds on Euronext’s strong focus on ESG since its IPO. Climate The world has entered a decisive decade for the achievement of the objective of the Paris Agreement to keep the global temperature increase at well below 2 degrees compared to pre-industrial levels. Urgent action is required now, from companies and from the financial sector more broadly, to avoid the negative effects of climate change. Against this backdrop, Euronext is leveraging its ESG performance to build an impactful ESG strategy. The new sustainability strategy focuses on accelerating climate action both in Euronext's operations and through the role it plays in empowering sustainable finance across all its markets. Euronext is proud to announce the launch of its “Fit for 1.5°” climate commitment, for itself, its partners and its clients. Euronext has set science-based quantitative climate targets by signing the “Business Ambition for 1.5°C”, a campaign led by the Science Based Targets initiative (SBTi)10 in partnership with the United Nations Race to Zero campaign. Applying the SBTi methodology to Euronext emissions led to the formulation of the following targets that have been validated by SBTi in February 2023: ■By 2030, Euronext will reduce its Scope 1 and Scope 2 market-based greenhouse gas emissions by 73.5% compared to 2020; ■By 2030, Euronext will reduce its scope 3 business travel emissions by at least 46.2% compared to 2019; ■By 2027, Euronext suppliers, representing 72% of Euronext’s greenhouse gas emissions derived from purchased goods and services, must set targets on their Scope 1 and Scope 2 emission . The relocation of Euronext’s Core Data Centre to a green facility has been the first move to follow through on this transformational commitment. The new data centre is powered 100% by renewable energy sources, much of which is self-produced through solar panels and hydroelectric power stations. The migration to a sustainable data centre sets the standard for the industry and provides clients with concrete tools to improve their own carbon footprint. Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 23 10 sciencebasedtargets.org/business-ambition-for-1-5c Furthermore, Euronext is developing services and products to accelerate the transition to a European economy aligned with a 1.5-degree trajectory. This will help drive investment towards decarbonised assets and support Euronext’s clients on their ESG journey. Solutions supporting the strategy include, among others, the creation of a climate transition market segment, dedicated to issuers committed to science-based targets, the creation of climate and ESG versions of Euronext’s national benchmark indices, revised ESG reporting guidance for issuers focusing on climate, and low-carbon colocation services. Euronext will complement this environmental focus by implementing a forward-looking and outcome-based approach across all its impact areas, including human capital, community investment and governance issues that are material to its industry with a view to improving its overall ESG ratings relative to peers. People Euronext is diverse by nature and by commitment, with 58 nationalities across 18 countries, and a genuinely inclusive culture, embedded in its federal model. The Euronext Managing Board, Senior Leadership Team and Supervisory Board have reached their gender diversity targets in two years, with 30%, 30% and 40% gender diversity respectively already delivered. Euronext will go further, and will reach a 30% target in average on local Boards by 2024 and by extending its 30% targets to the management levels below the Senior Leadership Team in 2023. Building on the success of Euronext’s Diversity Day and International Women’s Day initiatives, each Euronext country has taken the commitment to reinforce local diversity partnerships with schools and recruitment providers, as well as early mentoring programmes as part of the Group’s financial literacy initiatives. Euronext sees all forms of diversity, including disability, gender, sexual orientation, age, and cultural background, as a key success factor of its federal model, and is committed to further improve diversity practices in the next three years. This commitment will be reinforced in all its people practices through its people integration programme across Europe. V.Continue to execute value-creative M&A Euronext will pursue its growth strategy through high value- added acquisitions aimed at diversifying and strengthening the business profile of the Group, with a specific focus on Europe. Euronext will maintain a rigorous investment policy, with a targeted return on capital employed (ROCE) of acquisitions above weighted average cost of capital (WACC) between years 3 to 5. As a key market infrastructure, Euronext expects to maintain its investment grade while leveraging its financial flexibility to capture market opportunities that arise. On 9 February 2023, Euronext has been upgraded by S&P to a BBB+ rating. Euronext 2024 financial targets11 Euronext’s growth ambition is reflected in the 2024 financial targets and a rigorous capital allocation strategy. ■Revenue is expected to grow by +3% to +4% CAGR2020Proforma-2024E, excluding potential acquisitions, driven by (i) organic growth, especially in services, and (ii) growth initiatives related to Borsa Italiana integration. ■EBITDA is expected to grow by +5% to +6% CAGR2020PF-2024E, excluding potential acquisitions, driven by (i) continued best-in-class cost discipline, (ii) investments in operational excellence and (iii) uplift profitability of already-acquired companies to Euronext's level. ■Euronext expects to achieve €115 million of run- rate pre-tax synergies related to the Borsa Italiana Group acquisition by 2024 (€100 million previously announced on November 2021), up c. 92% compared to the €60 million of synergies announced at the time of the acquisition in April 2021, to incur €150 million of non-recurring implementation costs (€160 million previously announced on November 2021). More than 60% of those synergies are related to growth projects. ■Capex is confirmed at between 3% and 5% of revenue. ■Dividend policy is set at 50% pay-out of reported net income. 1.2.2 STRATEGIC DEVELOPMENTS IN 2022 'Growth for Impact 2024' achievements In 2022, Euronext pursued its ongoing work on the three key projects announced at its 2021 investor day, as follows: ■the migration of its Core Data Centre ■the migration of Italian cash markets to the Optiq® trading platform in March 2023; and ■the European expansion of Euronext Clearing (formerly CC&G) clearing activities (subject to regulatory approvals) by 2023 and 2024. On 6 June 2022, Euronext completed the successful migration of its Core Data Centre from Basildon, in the United-Kingdom, to Bergamo in Italy. The completion of this strategic project is a key milestone in the 'Growth for Impact 2024' strategic plan, enabling the future delivery of the migration of Borsa Italiana cash and derivatives markets to Euronext proprietary trading platform Optiq®. In addition this migration also represents a major step in Euronext's climate commitment, enabling Euronext's equity and derivatives markets to be hosted on a fully green data centre. 2022 cost guidance To highlight its underlying performance, Euronext started in the first quarter of 2022 to adjust its operating expenses and publish an adjusted EBITDA excluding non-recurring items, such as implementation costs related to the Borsa Italiana Group integration. In 2022, Euronext expected its underlying operating costs excluding depreciation and amortisation (D&A) to be around €622.0 million, compared to the annualised fourth quarter of 2021 underlying operating costs excluding D&A (€627 million). On 17 May 2022, Euronext upgraded its 2022 underlying cost guidance from €622.0 million to €612.0 million, reflecting continued cost control and efficient integration. 1 Presentation of the Group 24 2022 UNIVERSAL REGISTRATION DOCUMENT 11 Proforma 2020 revenue and 2020 EBITDA for the acquisition of the Borsa Italiana Group, excluding transitional revenue and cost. On 9 February 2023, Euronext reported better than expected underlying costs excluding D&A of €606.1 million. 1.2.3 STRATEGIC TARGETS AND PROSPECTS IN 2023 2024 strategic plan and Borsa Italiana Group integration In 2023, Euronext will pursue ongoing work on the three key projects announced at its 2021 investor day, as follows: ■the migration of Italian cash and derivatives markets to the Optiq® trading platform, with the first phase of the migration for cash equity in the first quarter of 2023, and the planned migration to Optiq® of the other Borsa Italiana markets from the fourth quarter of 2023; and ■the European expansion of Euronext Clearing (formerly CC&G) clearing activities (subject to regulatory approvals) by the fourth quarter of 2023 for cash equity clearing and by the third quarter of 2024 for listed derivatives and commodities. As a result of this ongoing work, Euronext, expected to reach around €70 million of cumulated run-rate synergies by the end of 2023, out of the €115 million targeted. In addition, in 2023, Euronext expects to maintain for cash trading an average market share greater or equal to 63%, and revenue capture around 0.52bps following the migration of Borsa Italiana cash markets to Optiq®, considering current market conditions and orders size. 2023 cost guidance In 2023, Euronext expects its underlying operating costs excluding depreciation and amortisation (D&A)12 to be around €630 million, compared to the annualised second semester of 2022 underlying operating costs excluding D&A of around €620 million. The slight increase in costs only results from costs related to non-volume related revenue growth initiatives. Savings and synergies entirely compensate inflation and business development costs. In addition, Euronext expects to incur non-recurring implementation costs in 2023, that are already included in the announced €150 million of targeted non-recurring implementation costs to deliver on the "Growth for Impact 2024" strategic plan. These implementation costs reflect the ongoing work of the Euronext teams to deliver on the key strategic projects announced in November 2021 and mentioned above. As announced on 16 January 2023, as part of Euronext Clearing expansion, Euronext will pay termination fees and migration fees (including indexation) of approximately €36.0 million13 to LCH SA, provisioned in its income statement as non-underlying expenses in Q1 2023, and payable in 2024. These termination fees and migration fees (including indexation) are included in the €150 million non-recurring implementation costs. 1.3Description of the Business In accordance with Article 19 of Regulation (EU) 2017/1129, the following information is incorporated by reference in the Universal Registration Document: For Financial Year 2021 The description of principal activities of the Company for the financial year 2021, presented on pages 24 to 43 of the 2021 Universal Registration Document filed with the Autoriteit Financiële Markten on 31 March 2022 and available at: https://www.euronext.com/sites/default/files/financial- event-doc/2022-04/2021%20URD%20-%20ENX %20-%20PDF_1.pdf For Financial Year 2020 The description of principal activities of the Company for the financial year 2020, presented on pages 22 to 40 of the 2020 Universal Registration Document filed with the Autoriteit Financiële Markten on 30 March 2021 and available at: www.euronext.com/sites/default/files/financial-event- doc/2021-04/EUR_2020_URD_Light_3.pdf 1.3.1BUSINESS OVERVIEW Euronext is the leading pan-European market infrastructure offering a diverse range of products and services and combining transparent and efficient equity, fixed income securities and derivatives markets in Amsterdam, Brussels, Dublin, Lisbon, Milan, Oslo and Paris. Euronext operates various businesses in 18 countries. Euronext’s businesses comprise listing, cash trading, derivatives trading, spot FX trading, fixed income trading, power trading, investor services, advanced data services, post-trade, technologies & other. Euronext is the leading listing venue in Europe and attracted 83 new equity listings in 2022. Euronext markets provide the leading listing venues in continental Europe based on the number of companies listed as of 31 December 2022. More than 1,930 issuers representing a combined market capitalisation of approximately €6.3 trillion were admitted to trading on Euronext’s markets as at 31 December 2022. As of 31 December 2022, Euronext ranked first in Europe in terms of market capitalisation of listed companies and first among the largest exchange groups in Europe in terms of number of companies listed, excluding Bolsas y Mercados Españoles (on which a large proportion of listed issuers are open-ended investment companies, limiting comparability). In addition, the Company has over 3,000 exchange traded products (ETPs)1 and over 3,000 funds listed on its markets as of 31 December 2022. Euronext ranked first among all trading venues in Europe in terms of monthly lit continuous & auctions order book trading volume in equities for the last 12 months ended 31 December 2022 among all trading venues in Europe. Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 25 12 Underlying costs are operating costs excluding D&A and excluding non-recurring implementation costs related to the integration of the Borsa Italiana Group. 13 Of which €6 million to be adjusted for inflation impact 1 Including exchange traded funds (ETF), exchange traded commodities (ETC) and exchange traded notes (ETN) Euronext’s pan-European cash equities trading venue is the market leader in cash equity trading in its seven home continental European markets of Belgium, France, Ireland, Italy, the Netherlands, Norway and Portugal, as of 31 December 2022. Average Daily Value on lit equity trading amounted to €10.7 billion in 2022, representing around 25% of the total European lit equity trading markets. Euronext market share in cash equities trading of the securities listed on its markets reached 66.6% over 2022. Euronext provides multiple marketplaces including its multilateral trading facilities (MTFs), for investors, broker-dealers and other market participants to meet directly to buy and sell cash equities, fixed income securities and exchange traded products (ETPs). Euronext is also the number one venue for the listing of bonds globally, with over 8,500 new bond listings in 2022 and a total number of listed bonds exceeding 53,000 at the end of 2022, surpassing 2021's total of more than 52,000 listed bonds. Bond listing is an international business activity with over 4,000 issuers coming from more than 100 jurisdictions across the globe. Euronext, with its regulated markets (in Paris, Brussels, Milan, Amsterdam, Lisbon) and MTFs (EuroTLX, ExtraMOT, Growth, Access) is a leading European platform for the electronic trading of fixed income securities in retail size / odd-lots. In 2022 was recorded 5.6 million trades for a total turnover of approximately €182.8 billion. Euronext’s derivatives trading business has a strong market position in futures and options on benchmark indices such as the CAC 40®, AEX®, BEL 20®, ISEQ®, OBX® and PSI® and FTSE® MIB, single stock options and futures and commodity derivatives. It ranks second among European exchange groups in terms of open interest of derivatives traded as at 31 December 2021. Euronext offers options contracts based on all of the blue-chip equities listed on Euronext, thereby reinforcing liquidity for those equities. This includes the components of Euronext's flagship national indices such as the CAC 40®, the second most traded national index in Europe. The commodity derivatives offered by the derivatives trading business include the milling wheat futures contract which is a world-class contract for the European Union agriculture market. Since April 2021, Euronext is the owner of MTS2, the leading European fixed income trading platform, number one in Europe for Dealer-to-Dealer (D2D) European Government bonds trading, number one in Italian repo trading and number three in Europe for Dealer-to-Client (D2C) European Government bonds trading. Euronext’s advanced data services business distributes and sells real-time, historic and reference data to global data vendors, such as LSEG Refinitiv and Bloomberg, as well as to financial institutions and individual investors. With a portfolio of over 2,400 benchmark indices and indicative net asset values (iNAVs), including the CAC 40® index in France and AEX® index in the Netherlands, Euronext is a leading provider of indices and a provider of advanced analytics products. Euronext's blue-chip index franchise was enriched in 2022 through the addition of the AEX ESG® and OBX ESG®, following the CAC 40 ESG® and the MIB ESG® Index launched in 2021. Euronext is one of the leading ESG index issuers in Europe, with more than 24 new ESG indices launched in 2022 and a strong pipeline, with notably the launch of the CAC SBT 1.5 announced in Q1 2023. Post trade is an important part of the services Euronext provides to its clients. In 2013, the Company entered into a clearing agreement with LCH S.A., the Paris-based clearing house of LCH Group Limited (LCH Group), for the clearing of Euronext’s cash products. In 2017, Euronext renewed the separate derivatives clearing agreement with LCH S.A. that provides for a revenue sharing arrangement in respect of the clearing of Euronext listed derivatives, and became a minority shareholder with strong pre-emption rights, holding 11.1% of LCH S.A. capital. On 29 April 2021, Euronext acquired the multi-asset clearing house CC&G, which it will grow into Euronext Clearing, making it by 2023 and 2024 Euronext's CCP of choice for its cash equity, listed derivatives and commodities markets. In January 2023, Euronext has decided to terminate the existing derivatives clearing agreement (the “Agreement”) with LCH SA, under the terms of the Agreement. Therefore, on 16 January 2023, Euronext served LCH SA notice of termination for the purposes of the Agreement. Following the notification of the early termination of the Agreement, LCH Group has the option to buy back Euronext's 11.1% stake in LCH SA. Since 2016, Euronext also offers user choice in clearing for the equity markets within the Eurozone, through the implementation of a preferred Central Counterparty (CCP) model followed by a fully interoperable service. Euronext will continue to offer an open access CCP model for cash equity clearing. In addition, Euronext owns and operates Interbolsa (now Euronext Securities Porto), the Portuguese national Central Securities Depository (CSD); VPS (now Euronext Securities Oslo), the Norwegian national CSD; VP Securities (Euronext Securities Copenhagen), the Danish national CSD; and Monte Titoli (Euronext Securities Milan), the Italian national CSD. The Group is now the third-largest CSD operator in Europe. Euronext has combined its four CSD brands into Euronext Securities, a new umbrella brand for its CSD business, while keeping a strong local presence and identity. Euronext Technology Solutions & other comprises Euronext’s commercial technology solutions and services business, and former Borsa Italiana businesses including Gatelab and Integrated Technology Services ‘X2M’. Euronext offers custom solutions and cost-effective services to exchanges, venue operators, and financial institutions, who require advanced functional capabilities, and low latency processing across multiple-asset classes surrounded by exchange grade business services used to operating within highly regulated environments. Euronext Technology Solutions also provides commercial services based on its Regulatory Reporting Services, registered as both an Approved Publication Arrangement (APA) and an Approved Reporting Mechanism (ARM) within the EU and the UK. The services provide Regulatory reporting facilities to investment firms. The successful migration of the Euronext Core Data Centre facility from Basildon, in the United Kingdom, to Bergamo, in Italy has provided clients with a state-of-the-art colocation facility and connectivity services fully managed by Euronext within a data centre powered by renewable energy. Colocation and connectivity services have become an important source of revenue for Euronext Technology Solutions. 1 Presentation of the Group 26 2022 UNIVERSAL REGISTRATION DOCUMENT 2 Euronext owns 62.52% of MTS 1.3.2STRENGTHS 1 2 3 Resilient model Present on the Focus on core delivering entire value chain European markets consistent growth and profitability 4 Liquidity and transparency 5 6 United in to all market participants Offering of a wide diversity with through regulated range of products an open exchanges federal model Presence on the entire value chain Euronext operates seven national markets, one multi-asset clearing house and four central securities depositories (CSDs) across Europe. The Group therefore has the ability to directly manage the entire capital markets value chain and intends to grow and leverage its scale and presence for the benefit of its clients, team members, shareholders and stakeholders. This presence on the entire value chain notably allows Euronext to align strategic priorities between its trading and post-trade activities supporting innovation for the benefit of its clients. Strong European anchorage Euronext operates the largest liquidity pool in Europe, whose platform Optiq® attracted 25% of European share trading activity in 2022. Euronext benefits from a diverse client base, both in terms of geographic distribution and type of trading flow. The Company has an established European and United Kingdom client base, representing 63% of cash trading average daily volume and 68% of derivatives trading average daily volume for the year ended 31 December 2022. United States clients accounted for 34% of Euronext’s cash trading average daily volume and 30% of its derivatives trading average daily volume for the year ended 31 December 2022. Resilient Model Delivering Consistent Growth and Profitability Euronext’s sources of revenues are diversified across the businesses, markets and client segments. For the year ended 31 December 2022, approximately 58% of the Company’s revenues were generated by its non-volume related businesses. Non-volume related businesses include advanced data services, investor services, listings excluding initial public offerings (IPOs), custody and settlement, net treasury income through central counterparty (CCP) business, and Euronext Technology Solutions & Other. This helps to limit Euronext’s exposure to cyclicality in demand for particular products or services or in individual markets. The following table sets out information relating to the sources of total revenue for the year ended 31 December 2022 and for the year ended 31 December 2021: Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 27 In thousands of euros Year ended 31 December 2022 Year ended 31 December 2021 Revenue % of total revenues Revenue % of total revenues Listing 218,380 15.4% 189,689 14.6% Trading revenue 514,125 36.2% 465,265 35.8% of which: ■Cash trading 301,714 21.3% 293,684 22.6% ■Derivatives trading 58,380 4.1% 52,458 4.0% ■Fixed income trading 92,951 6.6% 65,783 5.1% ■Spot FX trading 28,406 2.0% 23,479 1.8% ■Power trading 32,674 2.3% 29,861 2.3% Investor services 9,596 0.7% 8,894 0.7% Advanced data services 212,053 14.9% 183,607 14.1% Post-trade 364,519 25.7% 320,570 24.7% of which: ■Clearing 121,393 8.6% 101,376 7.8% ■Custody and Settlement 243,126 17.1% 219,194 16.9% Euronext Technology Solutions & other 100,101 7.1% 85,498 6.6% Net treasury income through CCP business (4,913) (0.3%) 35,432 2.7% Other income 4,949 0.3% 9,700 0.7% TOTAL REVENUE AND INCOME 1,418,810 1,298,655 Euronext’s businesses are characterised by recurring revenue streams which generate resilient and robust free cash flow3 and allow Euronext to operate and invest in its business with flexibility. The Group’s market expertise and proven, multi-asset class technology infrastructure allow Euronext to launch new products without substantial additional capital expenditure. Further, the Company’s trading businesses do not expose it to credit risk or counterparty risk, which is borne by the counterparties to the trade and not by the markets. Euronext believes that its capital-light business and resilient free cash flow generation provide the potential for attractive return for shareholders while observing its regulatory capital requirements. Liquidity and transparency to all market participants through regulated exchanges Euronext’s cash equities markets have a diverse member base by geography and trading profile, making for a particularly rich and diversified order book. The combination of Euronext’s position as a leading pan- European trading venue, the quality of its markets and the expertise of the Company’s teams has enabled Euronext to increase its market share in cash equities trading of the securities listed on its markets from 60% in 2011 to more than 66% in 2022. The relative share of trading on competing platforms has been relatively stable over the past five years. The primary tool for supporting market share is the flagship Supplemental Liquidity Provision programme, which rewards liquidity providers for ensuring Euronext’s market quality remains high, whilst balancing against yield management considerations. Further tools have been developed to support market share such as dedicated fee schemes for non-member proprietary flows or retail flows. Euronext continues to provide excellent market quality and best execution principles to retail investors through its functionality Best of Book. Optiq® Euronext has upgraded its core trading platform with Optiq®, an enhanced, multi-market trading platform, providing customers with maximum flexibility, simplified and harmonised messaging as well as high performance and stability. Optiq® combines the latest technologies with in-house expertise. Optiq® was rolled out across the Euronext markets to replace the Euronext Universal Trading Platform (UTP) in a phased implementation process. Market data has been managed through Optiq® for both cash and derivatives since July 2017, already delivering massive benefits to the clients’ community. In April and June 2018, the Optiq® trading engine went live for fixed income and cash markets, with impressive stability and performance. Euronext Dublin markets migrated to Optiq® in 2019. In December 2019, Euronext completed the successful completion of the roll- out of its Derivatives market to Optiq®. Oslo Børs markets migrated to Optiq® in 2020, just 17 months after the closing of the acquisition. As part of the integration of the Borsa Italiana Group, Italian cash equities markets are expected to migrate to Optiq® in Q1 2023 and other Italian markets in Q4 2023. Some of the third-party exchanges using UTP or former Euronext solutions have already migrated to Optiq®. Other exchanges and market operators have also shown interest in this best-of-breed solution. Offering of a Wide Range Of Product Services and Platforms Euronext’s issuer base is diverse, comprising around 1,900 companies from within its home markets as well as elsewhere in Europe and internationally. It spans ten 1 Presentation of the Group 28 2022 UNIVERSAL REGISTRATION DOCUMENT 3 As defined in section 5.2 - Other Financial information industry classification benchmark sectors. Euronext’s corporate issuers differ in size and represent a combined market capitalisation of €6.3 trillion as of the end of December 2022. The Company is the largest exchange traded funds (ETF) market in continental Europe by number of ETF trades, the second largest by volume with more than 3,000 listed ETPs and an average daily trading value of more than €800 million from January to December 2022 . Euronext is the second-largest warrants and certificates market in Europe, with around 130,000 instruments at 31 December 2022, available to investors in Belgium, France, Italy, Luxembourg, the Netherlands and Portugal. In total, nearly 570,000 instruments were listed in 2022. Over 4 million trades took place on those instruments in 2022. Euronext is also a leading European derivatives trading venue, with derivatives trading activities across financial and commodity derivative products. The Group has established the CAC 40® futures contract as the second most traded national index in Europe, with an equivalent of €6.4 billion in nominal value on an average daily basis. The milling wheat contracts which are the leading wheat derivatives in continental Europe, as well as the rapeseed commodity contracts continue to be included in recognised commodity benchmarks such as the S&P World Commodity Index and Rogers International Commodity indices. Euronext operates an important bond market in Europe with more than 53,000 corporate, financial institutions, structured and government bonds listed on its markets and an internationally recognised derivatives platform. Euronext is also the majority owner of MTS. MTS is the leading fixed income trading platform in Europe, number one in Europe for Dealer-to-Dealer (D2D) European Government bonds trading, number one in Italian repo trading and number three in Europe for Dealer-to-Client (D2C) European Government bonds trading. As part of its mission to finance the real economy, Euronext has proposed to the European Commission the use of the MTS platform for the secondary market, and transparent negotiation, of bonds issued within the NextGenerationEU recovery programme. Euronext FX is an Electronic Communication Network (ECN) for foreign exchange, precious metals and NDF trading (this last through its subsidiary Euronext Markets Singapore). Powered by FastMatch® technology, Euronext FX offers customers access to large pools of diversified and bespoke liquidity, transparency, flexibility in trading protocols and unique order types. Its award-winning technology provides unparalleled speed and the capacity to handle thousands of orders simultaneously for Euronext FX clients, which include financial institutions, banks, asset managers, hedge funds, proprietary trading firms and retail brokers. Euronext owns 66% of Nord Pool, which operates a leading physical power market in Europe. Nord Pool operates both core intraday and day-ahead markets in the Nordics, Baltics, the UK and Ireland, France, Germany, Belgium, the Netherlands, Austria, Luxembourg and Poland. Euronext also operates one of the leading structured products trading venues in Europe with around 130,000 instruments available for trading. Euronext’s hybrid market model, also known as the Request For Execution market model, is widely recognised as one of the most advanced market models for trading structured products and more specifically warrants & certificates. In 2020 Euronext released additional features allowing for an optimised and more efficient post-trade model as well as the possibility for investors to trade these instruments until 22:00 CET, paving the way for a truly pan-European structured products market. Euronext operates a multi-asset clearing house, Euronext Clearing, which provides proven risk management capabilities on 14 markets, across a range of trading venues including Euronext Milan, MTS, BrokerTec and Hi-mtf. Asset classes cleared include equities, ETFs, Closed-end Funds, Financial Derivatives, Commodities (Agricultural & Energy) and Fixed income (Cash and Repos markets). In 2022, Euronext Clearing cleared c. 168 million transactions on cash equity products (incl. ETFs), c. 54 million lots on derivatives and more than €24 trillion of notional on repo. The CCP also held an average of €23 billion of margins to cover its clients’ activities. “United in Diversity” with an Open Federal Model Euronext is the only European exchange operating across multiple jurisdictions with a harmonised regulatory framework, a central order book for its exchanges in Amsterdam, Brussels, Dublin, Lisbon, Oslo, Paris and soon Milan and a single trading platform offering access to all markets through a single connection. The central order book consolidates liquidity in each multi-listed security to tighten spreads and increase market depth and achieves optimal price formation. Issuers listing on more than one of the Group’s markets benefit from enhanced visibility, qualification for inclusion in more local indices and greater exposure for their volumes and prices. The migration of Italian cash markets occured in March 2023 and the migration of other Borsa Italiana markets is currently planned from the fourth quarter of 2023, subject to regulatory approval. The Group has generated sustainable and diversified cash flows across institutional, high frequency and algorithmic trading, own account, agency brokerage and retail client classes. The single liquidity pool model and pan-European technology are key to Euronext’s unique federal market structure. This structure enables the Company to integrate its constituent markets while they remain subject to regulation by national regulators. As a reminder, Euronext is also regulated by a college of regulators at Group level (see section 1.4.2 - European Regulation). 1.3.3LISTING 1.3.3.1Listing − Products and Services The Group’s issuer base is diverse, comprising more than 1,900 companies from within its home markets as well as elsewhere in Europe, and across the globe. Euronext’s corporate issuers differ in size and represent a combined market capitalisation of €6.3 trillion. Euronext’s listing franchise includes around 400 large cap companies (companies with a market capitalisation above €1 billion) and 1,530 small & mid capitalisation companies as of 31 December 2022. At the end of December 2022 Euronext’s listed equity issuers accounted for 58% of Euro STOXX 50 component securities, and 32% of Euro STOXX 600 component securities. Euronext equity issuers are eligible to join a family of leading index products in each of Euronext's national markets including the AEX® in the Netherlands, BEL 20® in Belgium, CAC 40® in France, ISEQ® in Ireland, Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 29 MIB® ESG in Italy, PSI® in Portugal and the OBX® in Oslo. Euronext's family of index products provides investors and issuers with benchmarks enabling them to measure and trade the performance of key segments and strategies. The Group also offers extensive trading opportunities to investors, such as single stock derivatives on the underlying securities listed on its markets. In addition, Euronext is the number one venue for the listing of bonds globally, with over 8,500 new bond listings in 2022 and a total of bonds exceeding 53,000 as of the end of 2022, surpassing 2021's total of 52,000 listed bonds. Euronext lists all types of fixed income instruments, with global leadership in structured products, commercial papers, government bonds and ESG debt securities. Furthermore, Euronext advocates for its issuer community's interests. The leading listing venue in Europe A market for each step of a company's growth Euronext operates different kinds of markets to suit the evolving financing needs of companies at various stages of growth. These markets enable corporate clients at different stages of their development, whether early stage growth companies or more established businesses, to access capital from a broad range of investors and provide access to capital. (i) Regulated markets: In Amsterdam, Brussels, Dublin, Lisbon, Milan, Oslo and Paris, Euronext operates European regulated markets as defined under MiFID. These are suited to medium and large sized companies with substantial financing requirements. These regulated markets provide access to a large range of international investors and the possibility of inclusion in well-known European indices. Euronext lists a wide variety of securities, including domestic and international equity securities, convertible bonds, debt securities (including corporate and government bonds), structured products (including warrants and certificates and structured notes), exchange traded funds (ETFs), open-ended and closed- ended investment funds. Euronext regulated markets are segmented according to market capitalisation: ■compartment A: companies with a market capitalisation of more than €1 billion; ■compartment B: companies valued between €150 million and €1 billion; ■compartment C: companies with a market capitalisation of less than €150 million. (ii) Multilateral trading facilities: Euronext Growth, Euronext Access, Global Exchange Market (GEM) Euronext Growth (Brussels, Dublin, Lisbon, Milan, Oslo and Paris), the pan-European multilateral trading facility (MTF) dedicated to small & mid-caps, has been officially registered as an "SME Growth Market", as defined under MiFID, for both shares and bonds by the competent authorities in Belgium, France, Ireland, Italy, and Portugal. This status, introduced under MiFID II, has been designed to facilitate access to capital markets for European SMEs by further developing qualified markets to cater to the specific needs of small and medium-sized companies. Euronext Growth is dedicated to fast-growing small and mid-caps seeking to raise funds to finance their growth. It offers lighter requirements than Euronext’s regulated markets while still providing access to a significant number of European investors focused on SMEs. Listed companies have greater flexibility in their choice of accounting standards and are subject to less extensive post-listing reporting requirements than companies listed on regulated markets. Euronext Growth lists a wide variety of securities, including domestic and international equity securities, convertible bonds and corporate bonds. Euronext Access markets are designed especially for start- ups and SMEs that wish to join a stock exchange to finance growth and gain the reputational advantages of listing but do not meet the criteria for admission to Euronext’s regulated markets and Euronext Growth. These markets are open to any company, regardless of size, performance, maturity or industry. Corporate bonds and structured products are also traded on Euronext Access. Euronext Access+ is a special compartment of Euronext Access tailored to the needs of start-ups and SMEs. Launched in 2017, Euronext Access+ helps smaller companies make a smooth transition to other Euronext markets, notably in terms of investor communications and transparency. This compartment, which is part of Euronext Access, serves as a springboard to other Euronext markets. The Global Exchange Market (GEM) is a multilateral trading facility based in Dublin, for listing debt securities aimed at professional investors and investment funds. GEM is the largest MTF listing venue in Europe counting almost 28,000 bonds (with approximatively 65% of total Dublin bond listings) and 1,400+ investment funds classes listed. 1 Presentation of the Group 30 2022 UNIVERSAL REGISTRATION DOCUMENT (iii) Other alternative markets Euronext also offers alternative markets such as: ■Trading Facility, an MTF in Belgium; ■Euronext Expert Market, based in Brussels, which enables negotiation of prices for unlisted products – such as shares, real estate certificates notes and bonds – once a week; ■NOTC: the Oslo platform for the provision of quotes to allow non-listed firms to benefit from a level of liquidity. Added-value services for Issuers Euronext provides a range of services to its issuers including: (i) ExpertLine ExpertLine is a team of market professionals who provide issuers with feedback on real-time events that may affect their share price. ExpertLine also acts as a first port of call for issuers listed on all Euronext markets, listing sponsors and other intermediaries, and the team develops and provides issuers with a suite of services such as the Connect web portal that Euronext updates and enriches regularly. (ii) Connect Companies listed on Euronext markets have access to Connect, a secure web portal that provides issuers with market intelligence. Connect is also a publication tool, enabling issuers to upload and publish press releases, maintain their financial calendar and update their company’s profile on Euronext’s website. (iii) Pre-IPO programmes Euronext informs and educates current and prospective issuers on various topics including recent developments in its markets, new regulatory and legal developments, compliance, governance, social responsibility investments as well as new products and services through workshops and conferences organised during the year. In particular Euronext has developed three pre-IPO programmes to help companies understand the benefits of, and ways of accessing, public capital markets: ■TechShare, an educational and mentoring programme to help Tech SMEs prepare for an upcoming IPO, currently run in Belgium, France, Germany, Italy, the Netherlands, Portugal and Spain; ■#IPOready, a programme designed to provide high-growth companies with a deep understanding of capital markets, fund raising options and the IPO process. Currently run in Ireland and Norway; ■FamilyShare, a training programme dedicated to educating family businesses on the financing solutions available to them on the public market; ■In addition, Euronext created PE Share, which is a training module focusing on the use of the stock exchange as an exit route for private equity funds. Listing venue of choice for SMEs Euronext is the listing venue of choice for small and mid- cap companies in Europe with 1,530 SMEs listed on Euronext markets representing a total market capitalisation of €237 billion as of 31 December 2022. Over the past few years, Euronext has strengthened its franchise of small and medium-sized companies by adapting financing solutions to match the profile of small and medium-sized companies, and by supporting them with tailored support and initiatives. Boosting the financing of the Tech sector Euronext is the leading European platform for fast-growing technology companies. In 2022, 41 Tech companies went public on Euronext markets, choosing Euronext to facilitate and support their strategic growth ambitions. Euronext’s pan-European platform spans a wide range of subsectors with 758 listed Tech companies in Digital Services, Cleantech, Biotech, Medtech, technology, media and telecom (TMT), Software, IT Consulting and Technology Hardware. These companies represent a total market capitalisation close to €1,078 billion as at 31 December 2022. All Tech sectors are represented on Euronext markets (number of issuers by sector) Euronext helps private companies reach the next stage of development with TechShare, a six-month educational and mentoring programme aimed at familiarising key executives (CEOs, CFOs, founders) of Tech companies with the financial markets. The participants are Tech companies from a wide variety of sectors, including biotech, software, medtech, electronics, hardware, cleantech, e-commerce and fintech. Active in Belgium, France, Germany, Italy, the Netherlands, Portugal and Spain in 2022, the programme supports key executives from fast-growing companies through a combination of academic seminars, workshop sessions and individual coaching. TechShare is now a unique Tech network gathering 80+ partners from the financial industry and 680+ alumni, of which 21 alumni have listed on Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 31 Euronext, 4 of these in 2022: Civitanavi, Aelis Farma, Broadpeak, E-Novia. Euronext Tech Leaders is a new segment and index launched in 2022 and dedicated to Tech issuers. 100+ high- growth and leading Tech companies are benefiting from new services as: ■the Euronext Tech leaders index; ■a full suit of advisory and communication services to raise the international profile of listed European Tech companies; ■an exclusive access to top-tier events organised by Euronext and its network of partners, including the Euronext Tech Leaders Campus, the annual meeting of the leading private and public European Tech companies; and ■improved trading conditions on Euronext Tech Leaders stocks for retail investors as well as analytics coverage, thanks to Euronext's partnership with Early Metrics. Market activity in 2022 Euronext markets in 2022 recorded a resilient financing activity through its 7 listing venues amid challenging market conditions, confirming its leading position in Europe for equity listing and globally for debt listing. Over the course of 2022, Euronext welcomed 83 new listed companies, representing an aggregated market capitalisation at listing of €23 billion, which raised €3.8 billion. The Tech industry continues to be a strong franchise for Euronext markets with half of new listings carried out by Tech companies and the total number of Tech companies reaching 758 on Euronext in 2022. In 2022, large-capitalisation companies again took advantage of the wide range of listing options available on Euronext markets. Notably, Vår Energi (€774m raised, €6.9bn of market capitalisation at listing) - the most valuable oil exploration and production company to conduct an IPO globally in the past 10 years, Technoprobe (€713 million raised, €3.4 billion of equity value at listing ), and Industrie De Nora (€480 million raised, €2.7 billion of equity value at listing ) chose the traditional IPO route, Technicolor Creative Studios (€1.1 billion of market capitalisation at listing) and DEME (€2.4 billion of market capitalisation at listing) spun off from their parent companies, while FL Entertainment (€4.5 billion of market capitalisation at listing) and Deezer (€1.0 billion of market capitalisation at listing) carried out business combinations with SPACs listed on Euronext. In addition, the Euronext debt listing business has also grown in 2022, reinforcing its worldwide leadership position with over 8,500 new bond listings in 2022, and more than 53,000 listed bonds as of end of 2022, surpassing 2021's total of 52,000 listed bonds. Euronext’s leadership position in ESG bonds has been strengthened with more than €200 billion in amount issued and an impressive growth stemming from over 310 new ESG bonds in 2022, bringing the total amount raised through ESG bonds on Euronext markets to c.€1.0 trillion. Euronext − Total money raised (€bn) 2016 585 2017 789 2018 1,078 2019 1,268 2020 1,270 2021 (a) 1,606 2022 994 (a) Figures restated for money raised through follow-ons Empowering Sustainable Finance Euronext's "Growth for Impact 2024" strategic plan made environment, social, and governance (ESG) one of its priorities, empowering sustainable finance through an ambitious climate commitment for Euronext that aims to make a tangible impact on its partners and clients, with the launch of the "Fit for 1.5°" climate commitment, and also through an enhanced inclusive people strategy. As expectations on transparency and sustainability continue to increase within the investor community, Euronext's first step was to equip listed companies by publishing guidelines for ESG reporting in January 2020 and updated in May 2022. The guide was designed to help issuers in their interactions with investors and the wider ESG community, to help them understand how to address ESG issues as a key component of investor relations, as well as the main principles to consider when preparing an ESG report. ESG reporting can appear particularly complex for smaller issuers in the absence of a clear set of globally used standards. The Euronext guide focuses on three elements: 1.Materiality: the importance of identifying what is material for a business given its size, nature and geographic coverage whether for management or stakeholders 2.Investor Relations: the key and increasing role ESG reporting plays into feeding information to investors and nurturing financial communication 3.Transparency: insight and tools to support the reporting process (key concerns and questions, illustrative indicators, details of international standards, etc.) The incorporation of ESG factors into investment decision- making is the first step to make finance more sustainable, to ensure better allocation and channeling of capital towards sustainable and transitioning assets: 1.Euronext’s leadership in ESG bonds has been strengthened with more than €200 billion in amount issued and an impressive growth stemming from over 310 new ESG bonds in 2022. 2.Euronext is Europe’s leading exchange for financing the sustainability transition, with 160 cleantech companies representing an aggregated market capitalisation of €104 billion as at 31 December 2022. 3.Cleantech companies are also well represented among Euronext Tech Leaderss, benefitting from increased investor visibility and a dedicated service 1 Presentation of the Group 32 2022 UNIVERSAL REGISTRATION DOCUMENT offering. 26 Tech Leaders are cleantechs, featuring an aggregated market capitalisation of €46 billion. Launch of Euronext Tech Leaders In June 2022, Euronext launched the Euronext Tech Leaders segment, dedicated to high-growth and leading Tech companies, with key partners active in private and public equity markets. The segment provides listed Tech companies with a suite of services to support them throughout their financial journey and a full suite of pre-IPO services to attract private Tech listing candidates to Euronext’s markets, supporting their growth financing needs. Euronext Tech Leaders benefit from an enhanced visibility among Euronext’s large international investor base, as well as access to the largest financing liquidity pool in Europe, which attracted 25% of European lit continuous and auction equity trading activity in 2022 via the Optiq® trading platform. Euronext has developed these new services in close cooperation with both public and private institutions. The Euronext Tech Leaders segment is composed of innovative and high-growth Tech companies that are listed on Euronext markets and comply with a set of financial and non-financial criteria. Tech companies listed on this segment benefit from increased visibility towards investors and services to facilitate their access to financing throughout their growth journey. Since the launch of the initiative, Euronext has welcomed 4 new Euronext Tech Leaders to its markets, bringing the total for the segment to 110+ issuers, with an aggregated market capitalisation of €0.8 trillion as of 31 December 2022. This initiative further strengthens Euronext’s Tech ecosystem of 700+ listed Tech companies, 660+ private companies that are alumni of its pre-IPO programmes and a large base of international investors financing all types of Tech company growth profiles. 1.3.3.2 Euronext Corporate Services Euronext Corporate Services is a fully-owned subsidiary of the Euronext Group launched in 2016 with the ambition to help listed companies make the most effective use of capital markets and support organisations with innovative solutions and tailor-made advisory services in Governance (iBabs), Compliance (ComplyLog), Communication (Company Webcast), Investor Relations (Advisory and IR Solutions). Corporate Services already serves more than 4,500+ clients in over countries, of which over 1,000+ are listed companies. Euronext Corporate Services helps listed companies make the most effective use of capital markets, from blue-chip large caps to SMEs, located across all Euronext markets and beyond (Sweden, the United Kingdom, Germany, and Spain). Euronext Corporate Services offers a unique and comprehensive value proposition based around five main pillars: 1.Investor Relations: ■tailor-made advisory, market intelligence, decision making analytics and ESG advisory services for listed companies; ■complete and intuitive investor relationship management and targeting platform; ■dynamic and strategic analysis of shareholding structure; ■flexible and customised market data components for listed companies' investor relations websites; ■regulatory news services for listed companies to distribute announcements to the market; 2.Communication: comprehensive range of webcast, webinar and conference call services for all types corporate events (investor relations, internal communication, marketing, training, etc.); 3.Governance: digital board portal solution helping organisations to secure their board meetings and to streamline their decision making processes; 4.Compliance: ■innovative solution to automate the management of insider lists in a way that both saves time and ensures compliance with the requirements of the Market Abuse Regulation; ■whistleblowing solution that allows safe, anonymous reporting of all potential ethical violations and wrongdoing; ■automated employee trade monitoring tool; ■digital liability register that saves municipalities time when ensuring compliance with the Finnish Municipality Act; 5.Academy: ■corporate training centre providing best- in-class capital markets training courses and programmes This offering has been built through a combination of organic developments and acquisitions. To achieve its ambition, Euronext has notably acquired four companies providing innovative solutions for corporates: ■Company Webcast (100%-owned), a leading Dutch company specialising in professional webcast and webinar services; ■IR.Manager (100%-owned), a London-based provider of investor relations workflow and targeting tools; ■iBabs (100%-owned4), a leading Dutch provider of dematerialised and secured board portal solutions for corporate and public organisations; ■ComplyLog (100%-owned), a leading Swedish provider of an insider list management solution, in compliance with the Market Abuse Regulation. 1.3.4Trading Euronext is the leading trading venue in Europe. It provides multiple marketplaces for investors, broker-dealers and Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 33 4 Since 3 March 2021, when the Group exercised its call option to acquire the remaining 40% of the shares in iBabs B.V. Refer to section 7.1.5 - Key Factors affecting Businesses and Results of Operations other market participants to meet directly to buy and sell cash equities, derivatives, power, FX, fixed income securities, securitised derivatives, and exchange traded products (ETPs). One of the primary functions of the Group’s markets is to ensure that orders to purchase and sell securities are executed in a reliable, orderly, liquid and efficient manner. Order execution occurs through a variety of means and Euronext continually seeks to develop additional and more efficient trading processes. 1.3.4.1 Cash Trading Products and services Equities The Company is the market leader in cash equity trading in its seven home markets of Belgium, France, Ireland, the Netherlands, Portugal, Norway and Italy. Over 2022, Euronext market share in cash equities trading of the securities listed on its markets averaged 66.6% and the Company had a strong blue chip issuer presence. At the end of December 2022, Euronext's issuers accounted for 56% of Euro STOXX 50 component securities and 31% of the Euro STOXX 600 component securities. Euronext is ranked first in Europe as measured by domestic market capitalisation and first by average daily lit and auction equity trading value. In addition, the Group has a solid exchange traded product (ETP) trading franchise based on over 3,000 ETPs listed on its markets. In 2022, total Euronext transaction value on equities was €2,698 billion. In equities, Euronext outperforms peer exchanges in yield extraction while maintaining high market share. This is achieved through a combination of superior execution quality, sophisticated liquidity schemes and advanced pricing segmentation. Euronext offers a compelling value proposition across the transaction chain, from blue chips to small companies, with tailored market models to maximise the depth and quality of liquidity available for trading those companies on the secondary market and to best adapt to the different types of client order flows as necessary. Since the introduction of new European Union legislation in 2007, via MiFID, competition for share trading has been intense. Yet Euronext has been successful in maintaining market share above 60% throughout the past decade demonstrating the resilience of its core business. Euronext’s product, pricing and client strategy and the execution thereof are vital to maintain the high quality of execution and broad diversity of clients active on Euronext’s markets. Euronext operates equity markets of which the main financial instruments are shares. Shares are any share of capital stock or any other equity securities issued by a corporation or other incorporated business enterprise. Since 2017, Euronext’s competitive position in equities has been enhanced due to evolution of its blue-chip liquidity scheme, a new best execution service for retail investors (Best of Book), a new fee scheme for non-member proprietary flow (Omega), a Local Fee Scheme dedicated to national local clients and new incentives embedded in the agency tariff to attract incremental flow from trading members. Euronext has re-positioned both the equity and warrants business to ensure its offering to local members in Euronext’s home markets is attractive and that flow from the local client community is either retained or repatriated. These initiatives enable Euronext to continue enhancing execution quality available on Euronext’s markets which is key to add value to clients and to compete effectively. Best of Book service for retail best execution Since 2017, Euronext has expanded its best execution service for retail orders. In partnership with dedicated liquidity providers, Best of Book offers price improvement in the central order book for retail brokers by adding a layer of liquidity at a price equal to or better than the price in the central order book exclusively for retail flow. This helps ensure best execution for brokers executing orders on behalf of retail clients, in a way that ensures compliance and that the end investor achieves an optimum result. The service promotes and strengthens the diversity of Euronext’s order book to the benefit of the whole market. Omega Fee Scheme for non-member proprietary trading flow In 2016, Euronext launched a new pilot fee scheme for non- member proprietary trading flow. Non-member proprietary firms wishing to participate in the Omega fee scheme enter into a tripartite arrangement with Euronext and the member intermediary. This scheme provides non-member firms with improved value when trading on Euronext markets while promoting and strengthening the diversity of Euronext’s order book to the benefit of the whole market. Euronext Block for SMEs Dark trading venues have become crucial alternatives to regulated markets, and MiFID II regulatory changes have further solidified the need for such platforms, specifically in the large-in-scale (LIS) space. Investors continue to seek efficient mechanisms to source liquidity and execute trades safely. Euronext offers the local community a trading platform specifically for dark LIS orders, Euronext Block. The objective is to establish it as a hub for SME Block Trading. During the first phase of the new strategy roll-out, focus is on strengthening local financial communities and growing liquidity on small- and mid-cap stocks in Euronext markets. By providing the technology required in order to access Euronext Block, all members will benefit from an integrated solution to contribute or remove liquidity from the platform and deliver value to their customers. Exchange Traded Funds Euronext, the leading venue in Europe for the listing of ETFs in 2022, offers the ETF community a comprehensive solution for multi-national listing and trading in ETFs and investments, within Euronext’s Single Order Book. Euronext’s ETF markets are supported by robust market infrastructure where product supply and demand meet within a framework of deep liquidity and advanced price formation. Euronext develops relations not only with issuers, but also with liquidity providers, intermediaries, investors, regulators and others in the ETF community to understand their challenges and needs, providing strong alignment with Euronext’s business goals and a strong foundation to co-create new products to accelerate growth 1 Presentation of the Group 34 2022 UNIVERSAL REGISTRATION DOCUMENT in the ETF industry with the support of its major participants. Euronext’s client alignment is demonstrated by Euronext being consistently recognised as the Best European Exchange for Listing ETFs. Open Ended Investment Funds The Euronext Fund Services (EFS) offer asset managers ways to achieve better operational efficiency and enhance asset gathering opportunities. By engaging in active discussions with key stakeholders, the Company believes its offering is a relevant choice for any issuer considering fund distribution in Europe. The services include the Euronext Fund Service Amsterdam, first launched in 2007, which enables Fund Managers to further extend the geographic reach of their funds across Europe and will include a broader choice of trading solutions; EFS enables both local and global asset managers to list their funds (whether large or small) on Euronext’s regulated platform, enhancing the profile of the funds and helping to attract higher levels of investment into those funds. Securitised Derivatives (Warrants and Certificates) Euronext operates a retail structured products business across its continental European franchise, servicing the needs of retail investors via intermediary service provision, namely listing warrants, certificates and structured notes, developing Euronext’s market model for high quality liquidity provision and ensuring execution by retail brokers is cost efficient. Euronext develops relationships with its issuers not only to expand their usage of existing tailored services but also to create new and innovative services for operational efficiency and business expansion such as bilateral settlement (optimizing the settlement model and costs) and trading until 22.00 CET (allowing investors to trade securitised derivatives in Europe up until the close of the US markets). Cash Market structure and functionality Cash trading on Euronext’s markets is hosted on the proprietary strategic architecture Optiq®. The Group’s trading rules provide for an order-driven market using an open electronic central order book for each traded security, various order types and automatic order matching and a guarantee of full anonymity both for orders and trades. While the core trading system is built on this order-driven principle, the flexibility of Euronext’s technology enables Euronext to develop different types of matching algorithms and functionalities to suit the different price formation mechanisms that exist amongst the different cash asset classes and to cater for different market participant needs. For example, Euronext continued to develop its best execution service for retail investors, Best of Book, which brings retail brokers an additional layer of liquidity specifically aimed at offering price improvement for retail order flow. This service is integrated into Euronext’s central order book enabling members to interact with this liquidity through the same connection as for the core market. As at year end, all of Euronext’s retail brokers had signed up for the service. The Company also operates a sophisticated liquidity provider programme for blue chips and liquid mid-cap equities which aims at ensuring Euronext offers superior market quality. Euronext’s equity markets continue to yield the best market quality metrics amongst its competitors. These metrics include, amongst others, spread, market depth, best price setting and presence time at the best bid and offer spread. The programme encompasses both a presence time obligation at the best bid and offer spread and a minimum passive volume obligation. This volume obligation is of particular interest as, in combination with the presence time obligation, it creates order persistence and therefore increases probability of execution. In a fragmented trading environment, market quality metrics are actively used by trading firms as decision making parameters embedded in their order routing systems and therefore contribute to maintaining Euronext’s market share. Cash Market trading members The Group has a diverse member base, from retail, large investment banks or regional banks and brokers, with a strong presence in its seven domestic markets. Cash trading average daily volume by geographic origin of customers The average daily volume on Euronext’s cash trading markets (including equities, ETFs and structured products) for the last twelve months ended 31 December 2022 amounted to €11.7 billion (single counted). For the last twelve months ended 31 December 2022, 60% of cash trading on Euronext originated from Europe, 34% from the United States and 3% from the United Kingdom (based on location of customers worldwide headquarters). Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 35 Advanced pricing strategy During 2022, Euronext continued to optimise and adjust its pricing strategy on several key components of the tariff structure. The flagship liquidity provision programme (Supplemental Liquidity Programme) continued to help in delivering a strong performance in the quality of Euronext's cash market while delivering substantial yield. Furthermore, as part of the "Growth for Impact 2024" strategic plan, Euronext committed to 'capitalise on its federal model', incentivising ‘natural’ flow from local and regional brokers and the buy-side in each market. In 2023, Euronext expects to maintain for cash trading an average market share greater or equal to 63%, and revenue capture around 0.52bps following the migration of Borsa Italiana cash markets to Optiq®, considering market conditions and orders size remain stable compared to Q4 2022. 1.3.4.2 Derivatives Trading Products and services Euronext is a leading pan-European derivatives trading venue with trading activities across financial and commodity derivatives products. Euronext offers financial derivatives trading in its markets in Amsterdam, Brussels, Lisbon, Oslo and Paris, and Milan with Borsa Italiana. Euronext was the second largest market for equity and index derivatives in Europe in number of contracts. Euronext offers local markets access to the trading of futures and options based on global equities, dividends, local market indices including the AEX®, BEL 20®, CAC 40®, ISEQ®, PSI®, OBX®, FTSE MIB and established pan-European equity indices such as the Euronext® Eurozone Banks Index Derivatives or FTSEurofirst and FTSE EPRA/NAREIT real estate indices. Euronext is also innovating in the derivatives space, with the launch in 2022 of its first ESG Index Future on a national benchmark, the CAC 40® ESG Index to support the development of responsible investments, and expansion of our ESG derivatives offering. Euronext also launched new single stock futures and single stock dividend futures in non-Euro currencies to expand its pan-European footprint. Besides the contract listing, Euronext derivatives released the first version of a new web-based trading interface: Euronext Trader, improving Euronext Derivatives’ distribution network, and eases access to the product range. Euronext also offers commodity derivatives trading with futures and options based on milling wheat, corn and rapeseed, and futures on dairy products, wood pellets, and urea ammonium nitrate (UAN) 30 fertiliser. The Group is the leading agricultural commodity franchise in Europe and its core commodity contracts have long been relied upon as trusted global and European benchmarks. Euronext also offers trading in financial salmon futures contracts through its subsidiary Fish Pool. In 2022, the notional value of the derivatives traded on Euronext’s derivatives markets was €4.3 trillion, equivalent to an average of €16.7 billion per day. Euronext’s derivatives team has a mission to bring innovation and agility to the derivatives markets. Since Euronext’s IPO in June 2014, Euronext has focused on researching and developing new derivatives products together with its client community. These are now beginning to come to market and Euronext continues to expand its capabilities and make its business work better for Euronext’s customers. Euronext is pursuing the expansion of its commodity derivatives strategy along three axes: 1.focus on the core European agricultural markets with the Euronext Inventory Management (EIM) service, new delivery points in corn and New Market Participants programme; 2.innovation and diversification with cash-settled commodities; 3.enhanced client centric approach. 1 Presentation of the Group 36 2022 UNIVERSAL REGISTRATION DOCUMENT Including Borsa Italiana figures. Volumes prior to the acquisition on 29 April 2021 have been restated accordingly. Financial Derivatives Equity products: versatility and leverage Equity options and futures enable holders to hedge against, or take position on, changes in the underlying share. More than 541 equity options and over 897 equity futures can be traded on Euronext, making the Company one of the leading markets for equity derivatives trading. Equity options trading has historically been particularly active in Amsterdam due to high retail participation. Equity index products: hedging against fluctuations in the European equity market Equity index derivatives allow holders to hedge against, or take position on, changes in the future level of a particular index, the investor paying or receiving a cash sum representing their loss or gain on the future or option. Euronext’s equity index derivatives allow customers to hedge against fluctuations in a range of European stock market indices and the European equity market as a whole, and many are available as weekly or daily contracts as well as the more usual monthly contracts. Euronext’s flagship equity index products include the CAC 40® index futures contract, which is the second most traded national index future in Europe, in terms of number of contracts traded, and the AEX® index options contract, which is one of the most on-exchange traded national index options in Europe. Euronext’s mini index derivatives (‘minis’) allow investors to follow the same investment strategies but with less initial margin or a smaller trading amount. Dividend products: Hedging dividend risk and reducing volatility exposure Dividend index futures and stock dividend futures allow holders to hedge against, or take position on, changes in the dividend of a particular index or underlying share. Euronext’s flagship dividend products include the CAC 40® dividend index futures, which is one of the most traded dividend index futures in Europe and more than 341 single stock dividend futures (including 68 contracts on US names, Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 37 22 on Swiss names and 24 on Swedish names), making up the broadest offering in Europe. Total Return product: a listed solution to access implied equity repo The Total Return Future (TRF) on the CAC 40® Index launched in October 2018 has been developed by Euronext in order to meet clients’ need for a listed solution to trade total return swaps. With increased capital requirements being imposed by Basel III and EMIR, the new total return future contract offers strong netting advantages while providing a transparent and secure trading environment to access the implied equity repo rate on the constituents of the CAC 40® index. Euronext has been the first exchange to launch a TRF on a national benchmark. Since launch, 960,000 contracts traded, representing a total nominal value traded of €63bn. To meet the needs of its long-term investors towards more capital efficiency, Euronext Derivatives launched new long-term maturities up to 10 years in 2022. Commodity Derivatives Euronext is a leading provider of agricultural commodity derivatives with several of the Company’s contracts established as global price benchmarks for the international commercial and financial community. During the 2021-2022 period the franchise successfully remained open every trading day despite extremely volatile conditions with the outburst of the Russian-Ukrainian war which obviously has direct consequences on grain markets and the Euronext milling wheat futures has confirmed its role as principal instrument of hedging for the global wheat market. Euronext made a strong development to push concentrating on both the mainly European commercial clients and also with a set of focused incentive programmes for international financial operators. This delivered concrete results including: ■Record participation of financial users representing in 2021 up to 47% of the open interest ■Record physical delivery of the May 2021 milling wheat contract with over 250,000 tonnes of wheat delivered and transferred between buyers/sellers ■Record daily volume on milling wheat on 24 February 2022 : 158,655 lots ■Record daily volume on milling wheat options on 16 May 2022 : 61,844 lots ■Record month for total volume with 2,402,537 futures and options traded in November 2021 (+2.4% compared to the previous record month in January 2021) The volumes of the flagship milling wheat futures contract decreased by 6% in 2022 and reached an average level of more than 55,600 lots traded on a daily basis, representing the equivalent of 2.8 million tonnes of wheat or 5.7 times the total quantity of EU milling wheat annual production traded over the course of the year. The rapeseed futures contract decreased by 2% over the year while the corn contract grew by +3%. The 2024 commodity development strategy builds on recent activity and focuses on: ■The launch of a cash-settled platform starting with outright contracts and then extending to more complex spread-based contracts. Durum wheat is the first of these outright priced contracts followed by the integration of the existing Fish Pool cash- settled contract, and the franchise is looking at the possibility of ESG contracts; ■Improvement of the current offer to clients with some new technical upgrades. This will improve the existing performance and helps with the inclusion of Euronext's flagship milling wheat futures contract in commercial indices; ■Flexibility in Euronext's market making and incentive programmes with an internal clearing solution, Euronext Clearing, where Euronext could also continue to improve its contract physical delivery and settlement processes.1 Derivatives trading members Trading members in Euronext’s derivative markets are either dealers, brokers or both. Their activities range from retail broking, investment banking, dealing, algorithmic and high-frequency trading to international physical trading. The Group’s client base is significantly diversified both in terms of types of clients and geographic coverage. Trading members can also become market makers or liquidity providers, which is crucial to the good functioning of the price formation mechanism for derivative instruments. In such cases, the parties enter into an agreement with Euronext, specifying their obligations in terms of displayed liquidity and spreads. Market makers and liquidity providers are able to place several orders at the same time through the use of mass quotes, allowing these trading members to send buy and sell orders for many contract months using only one message, leading to optimal efficiency in updating Euronext’s full range of derivatives prices in a timely manner. Derivatives average daily volume by geographic origin The average daily volume on Euronext’s derivatives markets for the last twelve months ended 31 December 2021, and pro forma for the Borsa Italiana trading volumes, reached 695,410 contracts, decreasing -5.1% compared to 2021 (pro forma the trading volumes of Borsa Italiana) and representing a total open interest of 30.5 million contracts at the end of December 2022. For the last twelve months ended 31 December 2022, 55% of listed derivatives trading on Euronext originated from Europe, 30% from the United States and 13% from the United-Kingdom (based on location of customers worldwide headquarters). 1.3.4.3 Fixed Income trading Euronext Fixed Income trading is made up of two parts: 1) MTS2 (wholesale) and 2) retail. MTS MTS is the leading regulated electronic platform for European wholesale government bonds and other types of fixed income securities, with daily trading volumes in excess of €160 billion (notional). MTS Cash is a comprehensive and 1 Presentation of the Group 38 2022 UNIVERSAL REGISTRATION DOCUMENT 1 Subject to regulatory approval 2 MTS is 62.52% owned by Euronext professional cash securities trading environment for the interdealer marketplace. MTS Repo is a venue for professional repo trading. MTS BondVision is a trusted and efficient multi-dealer-to-client electronic cash bond and repo trading platform, providing institutional investors with real-time pricing and the ability to trade with the major dealers. Inflation, interest rate rises, volatility and political uncertainty dominated the markets in 2022. The flight to quality as well as the move to more trading in the shorter end of the curve meant that MTS Repo volumes increased, whilst MTS Cash volumes decreased year-on-year. MTS Repo notional volume increased +27% from €117 billion per day in 2021 to €149 billion in 2022, whilst MTS Cash notional volume decreased -21%, from €24 billion per day in 2021 to €19 billion per day in 2022. Throughout 2022, MTS continued to grow and develop its business. MTS completed the transaction to acquire, from Nexi Payments SpA, the technology business powering its platforms. In addition, MTS sold its US based subsidiary, MTS Markets International Inc., post the conclusion of a strategic review and the decision to divest from non-core assets. MTS also signed an agreement with a technology provider to launch both D2D and D2C IRS (Interest Rate Swaps) markets, which are expected to launch in 2023. Retail Euronext, with its regulated markets (in Paris, Brussels, Milan, Amsterdam, Lisbon) and MTFs (EuroTLX, ExtraMOT, Growth, Access) is a leading European platform for the electronic trading of fixed income securities in retail size / odd-lots. 99 members trade 9,255 corporate, financial institutions and government listed bonds, representing a 2022 total turnover of approximately €182.8 billion3. Euronext also operates an Off-book On-Exchange (OBOE) reporting business in Oslo with 13 members reporting a monthly average of €21.9 billion4. A very robust performance of MOT was registered in 2022, triggered by favorable market conditions, in terms of inflation, interest rate rises and volatility, that brought a growing investors’ interest mainly on Government bonds. The MOT average daily volume was €641.6m (+3% vs 2021) and the average daily trades 18,897 (+58% vs 2021). The successful public distribution/offering of 6 bonds (4 corporate and 2 Italian government bonds) led to a total of roughly €22 billion raised. Good trading activity was recorded also on EuroTLX Bond-X, with an average daily volume of €50.8m (+9% vs 2021) and an average daily trade of 2,029 (+12% vs 2021) supported also by the increase of interest on banking bonds (+210% new listed instruments vs 2021). In 2022, Euronext Fixed Income Markets were very active with increasing interest rates and exceptional events such as the tender offer of the French Government on the EDF convertible bond that generated a total of €1.97 billion in turnover. The Liquidity Distributor scheme, launched in 2020 on Euronext markets, has proven to be successful and has become a permanent scheme that will be applicable to Borsa Italiana markets (MOT and EuroTLX) at migration, allowing the liquidity distributors to be active across all our order books. 1.3.4.4 FX trading In 2022, Euronext FX – Euronext’s Electronic Communication Network (ECN) for spot foreign exchange (FX), precious metals, and its ECN for non-deliverable forwards (NDFs) through Euronext FX’s Euronext Markets Singapore subsidiary – continued to grow its business successfully as a result of continued growth in client acquisition and effective liquidity management for existing clients. 1.3.4.5 Power trading Euronext operates power markets through Nord Pool, of which it owns 66%. Nord Pool operates the leading power market in Europe and operates across 16 European countries including the Nordics, Baltics, the UK and Ireland in addition to France, Germany, Austria, Belgium, the Netherlands, Luxembourg and Poland, while also servicing power markets in Croatia and Bulgaria. Nord Pool offers platforms for power trading – day-ahead and intraday (continuous trading) – and clearing and settlement, compliance, transparency and data services, under one roof. Nord Pool delivers simple, efficient and secure multi- market power trading. Nord Pool operates the physical power market, a short- term market where financial settlement takes place at the same time as physical delivery, a day after the trade has been made. As the central counterpart for all trades, Nord Pool ensures that all members are secured via bank guarantees or pledged cash and follows up, on a daily basis, to ensure that all members’ payments are executed in accordance with the settlement schedule. Nord Pool has more than 25 years of power market experience built on offering flexibility, transparency, innovation, greater choice and participation to its customers. In 2022, 360 companies from 19 countries traded on Nord Pool’s markets. During 2022, a total of 1,077.3 TWh5 of power was traded through Nord Pool (made up of buy volume of 551.6 TWh and sell volume of 565.7 TWh). The Nordic and Baltic day- ahead market traded 696.3 TWh and the UK day-ahead market 232.2 TWh, while Nord Pool’s central European (CE) day-ahead market (covering Austria, Belgium, France, Germany, Luxembourg, the Netherlands and Poland) achieved 111.1 TWh of power traded by year end. Total intraday trading for the year, across all markets, stood at 37.7 TWh. 1.3.5 ADVANCED DATA SERVICES 1.3.5.1 Market Data Euronext’s market data portfolio provides a wide range of data products to the global investment community, including pre- and post-trade market prices, index composition, and reference data spanning its Cash and Derivatives markets in Amsterdam, Brussels, Dublin, Lisbon, Milan, Oslo and Paris. The data is used by traders and investors to make buy or sell decisions with confidence, Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 39 3 Excluding OBOE /TCS 4 Single counted 5 Trading volume quoted for Nord Pool’s markets comprises all buy volume (total volume bought per hour by market participants) plus all sell volume (total volume sold per hour by market participants) within each bidding zone and by issuers to create new tradable products such as ETFs. Euronext’s market data clients range from the largest investment banks in the world to individual investors trading from their front room. Euronext’s market data business consists of two product and service categories: Real-Time Market Data Euronext’s main data offering involves the distribution of real-time market data. This data includes price, trade and order book data on all instruments traded on the cash and derivatives markets, as well as information about Euronext’s indices and trade and transaction reports submitted via the approved publication arrangement (APA). The data is marketed through different information products which are packaged according to the type of instrument, the depth of the information, and the type of customer. Euronext continues to invest in its trading and information platforms to ensure both execution and data services are of the highest quality and value. Following the launch of the MyMarketData client portal in 2021 most clients now use the portal to manage their product portfolio, thus simplifying the administrative process. The continued development of the contract management system benefits both new and existing customers especially with the onboarding of new exchanges such as Dublin, Oslo and Milan. In addition, in 2022, the audit “True Up” programme was launched allowing customers to regularly check and align their market data reporting to ensure compliance and reduce potential build-up of liabilities. In July 2022 Euronext announced its new Euronext Market Data Agreement (EMDA) integrating Borsa Italiana and EuroTLX data into the existing Euronext agreement, effective from 1 April 2023. The data is disseminated primarily via data vendors but also directly to financial institutions and other service providers in the financial sector. Over 500 vendors currently disseminate Euronext market data to approximately 235,000 screens in over 120 countries. During 2022, Euronext continued to see an increase in the use of Euronext data in automated trading applications, but no decline in the number of users viewing data on traditional trading screens, due to users continuing to work from home and therefore not being able to share terminals. Retail clients have access to data from Euronext’s markets through the Live.Markets section of the Live.Euronext.com website or via retail brokers. During 2022, the number of retail clients using Euronext data remained strong growing 21% vs 2021, despite the decline in retail investor trading on European Union shares. Data Solutions In addition to real-time market data, Euronext also provides daily historical data services, as well as reference corporate action data and End of Day Index data (composition and weights) data. These services include both traditional continental Euronext data as well as Euronext Dublin and Oslo Børs data and as of 2023 will include Borsa Italiana data. In 2022 Euronext launched a new Full Orderbook History product covering all Euronext equity and derivatives markets. This will be expanded to cover Borsa Italiana markets during 2023. Also in 2022, Euronext launched the Market Share Service providing Borsa Italiana Member Firms with market share statistics on trading volumes and ranking via a web interface. This service will be expanded to cover all Euronext Markets in 2023. 1.3.5.2 Advanced Data In 2019 Euronext launched Market Flow which shows a daily breakdown of trading flows on the cash order book. It provides analytic products based on Euronext proprietary data, anonymised and aggregated. Euronext is seeing strong demand for these high-value products and the client base is expanding.The product now include Borsa Italiana data and FX data and are planned be extended to other asset classes. Euronext now has multiple new diverse sources of data from which to extract value, including Borsa Italiana Group, MTS, Oslo Børs, Euronext Dublin, Euronext FX, and Commcise. Euronext will continue to invest in advanced data products and reinforce its quantitative research team. 1.3.5.3 Indices Euronext is a leading index provider in Europe with almost 40 years of experience in the index space. Euronext designs, calculates and publishes major national indices in Europe, including the AEX® and AEX ESG, BEL 20®, CAC 40® and CAC ESG®, ISEQ®, MIB® ESG, PSI®, OBX® and OBX ESG. Responsible investment has become increasingly important in the world of finance, with the aim of supporting more sustainable growth. Euronext’s ambition is to proactively contribute to the construction of a sustainable financial ecosystem. In response to the demand for mainstream ESG solutions, Euronext has introduced several ESG Blue-Chip indices taking into account Environmental, Social and Governance practices to continue supporting the growing demand for investment solutions with ESG, climate, thematic, alternative energy, healthcare and other trends, Euronext offers a large range of qualitative, liquid and research-enhanced solutions. Euronext indices are licensed by the world’s largest issuers of financial products. Euronext's strong brand, track record and ability to innovate and quick execution time make Euronext one of the main and innovative index providers. More than 24 ESG indices have been launched in 2022, notably: ■The AEX ESG index. The first Dutch blue-chip ESG index designed to identify major listed Dutch issuers that demonstrate best ESG practices. The index’s methodology reflects a ranking of the top 25 Dutch listed companies based on ESG criteria. The selection is made out of the 50 Dutch companies in the AEX and AMX and excludes companies involved in activities which are not compatible with ESG investment; ■The OBX ESG index. The first Norwegian blue-chip ESG index designed to identify major listed Norwegian issuers that demonstrate best ESG practices. The index’s methodology reflects a ranking of the top 40 Norwegian listed companies based on ESG criteria. The selection is made out of 1 Presentation of the Group 40 2022 UNIVERSAL REGISTRATION DOCUMENT the 60 largest free float market cap Norwegian companies and excludes companies involved in activities which are not compatible with ESG investment; ■The Euronext ESG Eurozone Biodiversity Leaders PAB index. The index selects the 30% top ranked company per ICB Super Sector included in Euronext Eurozone 300 index in term of biodiversity score (CBF). The Euronext ESG Eurozone Biodiversity Leaders PAB index meets the requirement of the "EU Paris-aligned Benchmarks'' (PAB); ■The Euronext World Sustainability and Climate Screened. The index excludes companies based on Trust Metric, Carbon Budget, activity involvement and UNGC controversies and then selects companies with the highest ESG scores and then the highest Free Float Market Capitalization from the Eurozone, North America and Japan; ■The first Euronext Gender Equality indices. The Euronext Equileap Gender Equality France 40 and the Euronext Equileap Gender Equality Eurozone 100. The Euronext Equileap Gender Equality indices are designed to offer exposure to companies that have demonstrated a strong role in improving gender equality. In 2022 Euronext also launched its first set of Cryptocurrency indices. Based on a resilient and BMR compliant methodology, they serve as independent and transparent reference prices to value cryptocurrency portfolio or as benchmarks. The cryptocurrency indices are administered and calculated by Compass Financial Technology SA. This first set of indices covers the main 8 single cryptocurrency names. As a result, the Euronext index business: ■Maintained a strong revenue in 2022 while further diversifying its business model and source of revenues; ■Has further extended its global commercial relationships by adding new world's top financial institutions as customers. As a stock exchange committed to sustainability, Euronext is now well positioned to benefit from the increased integration of factor and ESG criteria into the investment process and will continue to extend its ESG index offering with the help of the expertise of its partners, Moody's ESG, CDP, Carbone 4, ISS-ESG, Iceberg Datalab, Sustainalytics, Equileap and Gresb B.V. ■At the end of 2022 there were more than 375 listed structured products linked to Euronext ESG indices for the French market alone. These products had combined assets under management of €10 billion. ■in 2022, more than 160 listed structured products linked to Euronext ESG indices were launched in the French market alone. The top five Euronext ESG indices sold in France by market listed sales volume were1: 2022 Sales volumes of underlying indices (€m) SBF Top 50 ESG EW Dec 1,072 Euronext France Social Dec 286 Euronext CDP Environment France EW Dec 235 Euronext CDP Environment Eurozone EW Dec 227 Euronext Eurozone Diversity & Governance 40 EW Dec 158 ■In 2022, two ETFs were launched on Euronext Biodiversity Indices, one on the Euronext ESG Eurozone Biodiversity Leaders PAB index and one on the Euronext ESG Biodiversity Screened World. Two ETFs also changed underlying, one ETF to the CAC 40 ESG and the first ETF on the MIB ESG. ETFs linked to Euronext indices decreased -17% to €6.6 billion in assets under management (AUM) at the end of 2022. Figures based on external third-party data, past figures may have been restated Building on its strengths and capabilities, driven by client consultation and client needs, Euronext is increasing investments in its index franchise, in teams, technology, and partnerships, with four key directions for growth: ■A large offering of the ESG versions of Euronext's national benchmark indices and a suite of Climate Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 41 1 https://www.structuredretailproducts.com data, figures based on external third-party data variants of Euronext's national benchmark indices to cope with investor demands; ■Accelerating development of ESG based indices. This will be done through continuous expansion of ESG partnerships bringing innovative science based companies to investors, at the forefront of sustainable finance; ■Continuing diversification of our asset offering as emphasized by the launch of a first family of single name crypto-currency indices in 2022; ■Leveraging on technology to further accelerate index creation capacity; ■Leveraging our extended federal model, to replicate locally our strength, client proximity, time to market, technology, ESG partners, and smart Beta partners. 1.3.6 INVESTOR SERVICES Through its subsidiary Commcise, Euronext offers independent, cloud-based, fully-integrated commission management and investment research valuation solutions to the buy-side, sell-side and independent research providers. The Commcise offer includes: ■COMMCISEBUY offering automated trade reconciliation, algorithmic rules engine, invoice management, research evaluation / broker vote, research consumption tracking (including an automated research valuation engine), commission budgeting, contract management, research accounting and reporting in a single fully-audited solution. ■COMMCISESELL, a cloud-based commission management platform for the sell-side. Providing a fully-audited and controlled platform that includes Commcise's industry-leading algorithmic unbundling and reconciliation rules engine, invoice management, research accounting and reporting in addition to white-labelled customer portal, COMMCISESELL allows brokers, research providers, custodians, fund accountants to manage commissions in any level of granularity required by their customers. ■COMMCISECS, providing research providers with a mechanism to supply cleansed research interaction data in any format to their buy-side clients and help to better monetize their research franchise. COMMCISECS also helps research providers assess the profitability of clients by pricing, valuing and managing payments for contracted and à la carte research services to the buy-side using customised rate cards. ■Aggregation 2.0 and Custodial Aggregation is a soft dollar commission management and commission consolidation service layer offered alongside Commcise technology to US asset managers. The service is offered via the US affiliated broker dealer, Euronext Market Services, and includes a client service team managing to manage soft dollar balance reconciliation, research payments, and commission reporting. ■With a network of over 2,000 capital markets participants globally, Commcise’s clients include some of the world's largest institutional asset managers, hedge funds, brokers and research providers. 1.3.7 POST TRADE The Euronext post-trade business is a combination of partnerships with, and minority stakes in, global market infrastructures (Euroclear S.A./N.V. and LCH SA), Euronext Clearing (formerly known as CC&G), and local market infrastructure fully owned and operated by the Group (Euronext VPS, Interbolsa, VP Securities, Monte Titoli, all four now under the Euronext Securities brand. Partnerships and minority stakes The Group owns 11.1% of LCH S.A. and had a 10-year agreement with LCH S.A. for the provision of clearing services on Euronext derivatives markets, for which Euronext served notice of termination in January 2023. Euronext also owns c.3.53% of Euroclear S.A./N.V., that provides custody and settlement services on several Euronext markets. As Euronext Clearing undertakes derivatives clearing services in Europe, Euronext has decided to terminate the existing derivatives clearing agreement (the “Agreement”) with LCH SA, under the terms of the Agreement. Therefore, on 16 January 2023, Euronext served LCH SA notice of termination for the purposes of the Agreement. Following the notification of the early termination of the Agreement, LCH Group has the option to buy back Euronext's 11.1% stake in LCH SA. Fully owned post-trade infrastructures Euronext operates and fully owns one central counterparty (CCP), Euronext Clearing (formerly CC&G), following the acquisition of the Borsa Italiana Group in April 2021. Euronext Clearing was incorporated in Italy in 1992, under the Supervision of Bank of Italy, and it is authorised to offer services and activities in accordance with European Market Infrastructure Regulation (EMIR). Euronext Clearing, Euronext's Central Counterparty in Italy, is a multi-asset clearing house that provides proven risk management capabilities on 14 markets, across a range of trading venues including Euronext Milan, MTS, BrokerTec and Hi-MTF. Asset classes cleared include equities, exchange traded funds (ETFs), Close-end Funds, Financial Derivatives, commodities (agriculturak & energy) and Fixed Income (Cash and Repo markets). Euronext also operates and fully owns four CSDs: Euronext VPS (Euronext Securities Oslo), established in Norway, acquired in 2019 as part of the Oslo Børs VPS transaction, Interbolsa (Euronext Securities Porto), established in Portugal, VP Securities (Euronext Securities Copenhagen), established in Denmark, acquired in August 2020, and Monte Titoli (Euronext Securities Milan), that was acquired as part of the Borsa Italiana Group in April 2021. 1.3.7.1 Clearing 1 Presentation of the Group 42 2022 UNIVERSAL REGISTRATION DOCUMENT Following the acquisition of Borsa Italiana in April 2021, Euronext now operates a Central Counterparty (CCP) in Italy which clears the Borsa Italiana markets. On the non-Italian markets, Euronext relies on strong partnership and contractual arrangements with external providers for the clearing of trades executed on its markets: ■trades executed on Euronext derivatives markets are cleared by LCH S.A. according to a specific clearing agreement (the Derivatives Clearing Agreement); ■trades executed on Euronext cash markets are cleared by LCH S.A., according to a separate clearing agreement (the Cash Clearing Agreement), and by Cboe Clear Europe (formerly EuroCCP) under the open access model; ■trades executed on Euronext Dublin are cleared by Cboe Clear Europe; LCH S.A. has also been available under the open access model since September 2021; ■trades executed on Oslo Børs cash markets are cleared by a set of three interoperable CCPs: Cboe Clear Europe, SIX x-clear and LCH Ltd. Euronext Clearing Euronext Clearing clears transactions on Italian markets1 on a large number of asset classes (Repos, cash bonds, cash equity, ETFs and derivatives). Cash Equity Clearing The number of cash equity transactions cleared by Euronext clearing has decreased in 2022 compared to 2021 (by 8%). The peak in March 2022 is linked to the increased volatility associated with the Russian invasion of Ukraine. Derivatives Clearing Increase of number of lots cleared on derivatives by Euronext Clearing in 2022 (by c. 7.7%) with important volumes in March 2022 due to the geopolitical tensions in Europe and the associated increase of volatility on the markets. Repo Clearing Important increase of repo national cleared by the CCP in 2022 (€24tn compared to €19tn in 2021). Euronext Clearing is a key player2 in Europe on Repo Clearing and manages a unique interoperability link on repo with LCH SA. Margin and default fund contributions Due to the higher volatility in the market in 2022, the increase of repo notional cleared and derivatives lots cleared, the amount of margins and default fund contributions has increased. It was in average of €11.9 billion (covered with c. 90% of cash) in 2021 and of €15 billion in 2022 (covered with c. 93% of cash). General overview In 2022, Euronext Clearing has implemented a new risk framework on Repo clearing relying on the Value-At-Risk methodology. This allows the CCP to offer the clearing members with a robust and modern risk framework easily replicable by clearing members. In November 2021, Euronext announced that it will grow CC&G into Euronext Clearing, making it Euronext’s CCP of choice for its cash equity, listed derivatives and commodities markets. Euronext will position Euronext Clearing as a European clearing house. This strategic ambition will allow Euronext to directly manage another core service for clients and create value Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 43 1 And BrokerTec and Hi-MTF 2 Mostly on Italian sovereign debt through a harmonised clearing framework across Euronext venues. It will allow Euronext to align strategic priorities between trading and clearing, and significantly increase its footprint in the post-trade space. In addition, Euronext will be in an ideal position to innovate and improve time-to-market, notably on derivatives products, to serve the evolving needs of its clients. Revenue and costs contribution for this key project are part of the increased Borsa Italiana Group synergies target. Similarly, the necessary one-off costs to execute this project are included in the 2024 strategic plan related financial guidance. Euronext will continue to offer an open access CCP model for cash equity clearing, subject to regulatory approval. LCH S.A. The partnership between Euronext and LCH S.A. relies on three pillars: i) Euronext owns 11.1% of LCH S.A., and has the right to appoint one Director to the LCH S.A. board, ii) Euronext and LCH S.A have signed a ten-year agreement for the clearing of derivatives (the Derivatives Clearing Agreement) and iii) Euronext and LCH S.A have a clearing agreement for the cash markets (the Cash Clearing Agreement). LCH S.A. is an EU27 based multi-asset class CCP covering Listed and OTC derivatives, Commodities, CDS, Cash equities and ETFs as well as the Repo Fixed income market. Thanks to its position across these market segments, LCH S.A. has a large pool of collateral posted by clearing members enabling it to be extremely resilient in stressed market conditions requiring short-term liquidity, as defined by ESMA through the CCP stress tests framework. Under the Derivatives Clearing Agreement, renewed in 2017, Euronext benefits from a revenue-sharing agreement with LCH S.A., at approximately the same level of profitability as the previous agreement. Euronext therefore receives clearing fee revenues based on the number of financial and commodities derivatives trades cleared through LCH S.A. The Derivatives Clearing Agreement features solid governance rights as well as pre-emption rights for Euronext in the case of a sale of LCH S.A, or the acquisition of a CCP by the Euronext Group. On 16 January 2023, Euronext announced that the European expansion of Euronext Clearing to Euronext derivatives markets is planned for Q3 2024. Euronext expects to migrate the listed financial derivatives and commodities markets of Euronext Amsterdam, Euronext Brussels, Euronext Lisbon, Oslo Børs and Euronext Paris from LCH SA to Euronext Clearing by Q3 2024. As Euronext Clearing undertakes derivatives clearing services in Europe, Euronext has decided to terminate the existing derivatives clearing agreement (the “Agreement”) with LCH SA, under the terms of the Agreement. Therefore, on 16 January 2023, Euronext served LCH SA notice of termination for the purposes of the Agreement. Euronext and LCH SA are committed to working together to ensure an orderly migration of clearing flows from LCH SA to Euronext Clearing. The termination of the Agreement does not impact the existing clearing agreement signed between MTS S.p.A and LCH SA nor the existing agreement related to the interoperability link on Italian Government Bonds between Euronext Clearing and LCH SA. 1.3.7.2 Custody & Settlement Since 2019, Euronext has significantly grown its custody and settlement business through the successive acquisitions of Euronext Securities Oslo in Norway in 2019, Euronext Securities Copenhagen in Denmark in 2020 and Euronext Securities Milan in Italy in 2021. In November 2021 Euronext launched a new brand for its four central securities depositories (CSDs) - Euronext Securities. Euronext Securities is the CSD network connecting European economies to global capital markets. It represents more than €6.3 trillion of assets under custody3 and processed more than 120 million settlement instructions in 2022. As part of the "Growth for Impact 2024" strategy, Euronext plans to “scale up and pan-Europeanise Euronext Securities”, with the following priorities: ■Expand services: further develop local and Nordic added value services for financial institutions and issuers. ■Converge: mutualise and harmonise infrastructure to facilitate access to local markets served by Euronext Securities. ■Scale European activities: support Euronext’s primary and secondary markets across Europe and leverage Euronext Securities digital securities issuance capabilities. ■Improve local & international customers' experience: roll out targeted new client interfaces and client service model. Euronext Securities Porto Euronext Securities Porto is a wholly-owned subsidiary of Euronext, established in Portugal. It provides issuance, custody and settlement services for c. €0.4 trillion of securities. Euronext Securities Porto is authorised as a CSD under Regulation (EU) n°909/2014 (CSDR) and is the operator of a designated securities settlement system under Directive 98/26/EC. Euronext Securities Oslo Euronext Securities Oslo is a wholly-owned subsidiary of Euronext, established in Norway. It provides issuance, custody and settlement services for c. €0.7 trillion of securities. Euronext Securities Oslo received its authorisation as a CSD under Regulation (EU) n°909/2014 (CSDR), effective as of 1 March 2022. Euronext Securities Copenhagen Euronext Securities Copenhagen is a wholly-owned subsidiary of Euronext, established in Denmark. It provides issuance, custody and settlement services for c. €1.5 trillion of securities. 1 Presentation of the Group 44 2022 UNIVERSAL REGISTRATION DOCUMENT 3 At 31 December 2022 Euronext Securities Copenhagen is authorised as a CSD under Regulation (EU) n°909/2014 (CSDR) and is the operator of a designated securities settlement system under Directive 98/26/EC. Euronext Securities Milan Euronext Securities Milan is a wholly-owned subsidiary of Euronext, established in Italy. It provides issuance, custody and settlement services for c. €3.7 trillion of securities. Euronext Securities Milan is authorised as a CSD under Regulation (EU) n°909/2014 (CSDR) and is the operator of a designated securities settlement system under Directive 98/26/EC. 1.3.8 EURONEXT TECHNOLOGY SOLUTIONS & OTHER Euronext Technology Solutions & Other comprises Euronext’s commercial technology solutions and services business, and former Borsa Italiana businesses including Gatelab and Integrated Technology Services ‘X2M’. Euronext offers custom solutions and cost-effective services to exchanges, venue operators, and financial institutions, who require advanced functional capabilities, and low latency processing across multiple-asset classes surrounded by exchange-grade business services used to operating within highly regulated environments. Euronext Technology Solutions also provides commercial services based on its Regulatory Reporting Services, registered as both an Approved Publication Arrangement (APA) and an Approved Reporting Mechanism (ARM) within the EU and the UK. These services provide regulatory reporting facilities to investment firms. Gatelab, part of the Euronext Group, is a leading provider of trading and market access solutions to the global financial community. Founded in 1989, Gatelab offers scalable low- latency solutions to support market- makers, price-takers and brokers in pre-trade, trading, and post-trade operations across venues of any asset class. Gatelab provides solutions to buy-side, sell-side and hedge funds as well as exchanges. Its products are deployed or available as software as a service (SaaS) and comprise: ■Manual and automated trading and quoting including request for quotation (RFQs) and indication of interest (IOIs); ■Algorithmic trading; ■Comprehensive algorithmic trade validation framework for compliance with MiFID II RTS-6 organisational requirements on disorderly market conditions; ■Smart order routing for equities and bonds (listed and over-the-counter (OTC)); ■Ultra-low latency pre-trade Risk Gateways for sponsored access; ■Seamless integration with external pricing, risk management, middle/back office, and clearing systems; ■Post-trade and OTC trade registration (post-trade transparency and trade reporting). X2M has data centres located in Milan, London and Frankfurt, and has been providing customers with access to international trading venues, connectivity and hosting services since 2004. X2M delivers infrastructure and network solutions designed and supported to meet the needs of the financial community. X2M services are certified ISO 22301:2019, ISO/IEC 27001:2013 and ISO/IEC 20000-1:2018. The Technologies & Other business benefits from the technology developments made by Euronext for its own markets and, in return, contributes recurring revenue that is non-cyclical and not trading related. Operating as a technology vendor gives Euronext an opportunity to benchmark both its technology and support services against other vendors to ensure that innovation can thrive within Euronext technology and throughout the wider Group. The solutions and services offered use the products and services developed by the Euronext group or licensed from third parties. The Euronext Technologies revenues are comprised of: ■Infrastucture and connectivity services, including colocation, network and proxitimity services within the Euronext Core Data Centre in Bergamo, Italy; ■Software and services licensed by third parties such as trading venues and financial institutions; ■Regulatory reporting services Euronext's main strategic ambition is to provide secure and direct access to the main European liquidity centres from its Bergamo Core Data Centre facility, alongside access to a set of products covering the full trading cycle, from pre- trade insight (data) to asset allocation, portfolio modelling & construction, execution, and regulatory compliance. This is based on a value proposition created through combining ease of access and a rich set of products and services offered both to Euronext's market participants and to other financial firms. 1.4Regulation 1.4.1OVERVIEW The Euronext Group provides exchange listing, trading, post-trade and related services in Europe. The Company operates regulated markets and multilateral trading facilities (MTFs) in seven European countries (Belgium, France, Ireland, Italy, the Netherlands, Norway, and Portugal). The Group operates these venues under a regulatory licence, under national legislation implementing MiFID II / MiFIR granted to the local market operator and the relevant National Competent Authority (NCA) or Ministry when appropriate. Each market operator is subject to the national laws and regulations supervised by the NCAs, Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 45 central banks and finance ministries as appropriate. As part of their regular supervision, NCA’s perform from time-to- time audits, inspections and on-site visits. This may lead to recommendations or other measures as appropriate. The Group also operates central securities depositories (CSDs) in four European countries (Denmark, Italy, Norway and Portugal). Each of the CSDs is a limited liability company subject to national laws and regulations; however they all operate under the brand "Euronext Securities". VP Securities AS (Euronext Securities Copenhagen), Monte Titoli S.p.A. (Euronext Securities Milan), Interbolsa S.A. (Euronext Securities Porto), and Verdipapirsentralen ASA (Euronext Securities Oslo) hold a licence under the CSDR, under limited national implementing provisions, granted by their NCA on 3 January 2018, 18 December 2019, 12 July 2018, and 28 January 2022 respectively. Euronext, through Euronext Securities Copenhagen, Euronext Securities Milan and Euronext Securities Porto, participates in the ECB's TARGET2-Securities (T2S) platform. The CSDs migrated respectively in September 2016 (Danish Kroner), August 2015 and March 2016. Moreover, the Group operates a Central Counterparty in Italy, Cassa di Compensazione e Garanzia S.p.A ("Euronext Clearing"). The company was incorporated on 31 March 1992, holds its registered office in Rome at Via Tomacelli 146, and is registered with the Italian Register of Companies under no. 04289511000. It is authorised by the Bank of Italy as a CCP pursuant to Article 17 of EMIR with effect from 20 May 2014. Finally, the Group operates Data Reporting Service Providers (DRSPs, an APA and ARM) in both the EU and UK. In the EU this activity is now, since the start of 2022 supervised by ESMA while the activity in the UK is under supervision by the FCA. 1.4.2EUROPEAN REGULATION The regulatory framework in which Euronext operates is substantially influenced and governed by European directives and regulations in the financial services area, many of which have been adopted pursuant to the Financial Services Action Plan, which was adopted by the European Union in 1999 to create a single market for financial services. Today, the Capital Markets Union (CMU) project encompasses many of these regulations. This has enabled the harmonisation of the regulatory regime for financial services, public offers, listing and trading, and settlement amongst other activities. Markets and trading There are currently two key pieces of European legislation that govern the fair and orderly operation of markets and trading: the MiFID II/MiFIR and the MAR/MAD II frameworks (both defined as below). The MiFID II/MiFIR framework includes the Markets in Financial Instruments Directive (Directive 2014/65/EU, “MiFID II”) and the Markets in Financial Instruments Regulation (Regulation (EU) No 648/2012, “MiFIR”) and has been applicable since 3 January 2018. The objective is to make European financial markets more transparent and to strengthen investor protection. The MAR/MAD II framework includes the Market Abuse Regulation (Regulation (EU) No 596/2014, “MAR”) and the Directive on criminal sanctions for market abuse (Directive 2014/57/EU “MAD II”) and has been applicable since 3 July 2016. The objective is to guarantee the integrity of European financial markets and increase investor confidence. The concept of market abuse typically covers insider dealing, unlawful disclosure of inside information, and market manipulation. On 25 November 2021, the European Commission published its Capital Markets Action Plan. As a part of this approach, changes to MiFID II / MiFIR have been proposed, including some changes to the pre-trade transparency framework, concrete proposals for a consolidated tape for equity, ETFs, fixed income and OTC derivatives, a ban on Payment for Order Flow and a proposal to remove exchange traded derivatives from the MiFIR open access provisions. Following the Commission proposal in November 2021, a Council position was agreed on in December 2022. On PFOF, an EU ban is included for all asset classes, with a member state option to allow PFOF in respect of a client domiciled or established in that member state. The agreement on the Consolidated Tape includes an as close to real time as possible tape with post-trade data for shares, ETFs, bonds and OTC derivatives, and a ‘snapshot’ of pre-trade data at the time of the executed trade for shares and ETFs. For shares and ETFs. The Council position on market structure removes most of the Commission’s proposals to enhance equity transparency. The European Parliament position was issued in March 2023, whereafter the trilogues will follow. Clearing and settlement EMIR The EU Market Infrastructure Regulation (Regulation (EU) No 648/2012, “EMIR”) is primarily focused on the regulation of CCPs and includes the obligation for standardised OTC derivative contracts to be cleared through a CCP. EMIR came into effect on 16 August 2012. On 7 December 2022, the European Commission published a proposal on the EMIR review (EMIR 3.0). With its proposal, the Commission is pursuing two objectives: (i) the need to address the potential financial stability risks to the EU due to the continued overreliance on systemic non-EU (UK) CCPs, and (ii) the need to build more attractive, resilient, and robust EU clearing infrastructures, which will in turn strengthen the CMU, and further support EU CCPs competitiveness at an international level. The proposals include changes to the approval regime as well as the supervisory approach. In addition, proposals on intraday variation margins and CCP participation requirements are made. CSDR The EU Central Securities Depositories Regulation (Regulation (EU) No 909/2014, (“CSDR") plays a pivotal role in post-trade harmonisation efforts in Europe, as it establishes authorisation requirements and common rules for the exercise of central securities depository activity, with particular reference to securities settlement services. CSDR came into effect on 17 September 2014. On 16 March 2022, the Commission published a proposal for CSDR REFIT. Topics include cross-border provision of services, banking services, college of supervisors, settlement discipline, and third country regimes. 1 Presentation of the Group 46 2022 UNIVERSAL REGISTRATION DOCUMENT Listing The rules regarding public offerings of financial instruments and prospectuses, as well as on-going disclosure requirements for listed companies, are set out in the Prospectus Regulation (Regulation (EU) 2017/1129) and the Transparency Directive (Directive 2004/109/EC as most recently amended by Directive 2013/50/EU), as implemented in the countries in which Euronext operates. Companies seeking to list their securities on Euronext’s regulated markets must prepare a listing prospectus in accordance with the requirements of the Prospectus Regulation and comply with the requirements of Euronext Rulebook I, the harmonised rulebook for the Euronext Market Subsidiaries, and any additional local listing requirements in Rulebook II. Following admission, they must comply with the ongoing disclosure requirements set forth by the competent authority of their home Member State. The objective of the Transparency Directive (Directive (EU) 2004/109) is to harmonise the transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market in the EU. The Market Abuse Regulation (Regulation (EU) No 596/2014) sets a regulatory framework with respect to the disclosure of inside information, market manipulation and related topics. The European Commission is currently consulting on a proposed ‘Listings Act’ to introduce further reforms to the Prospectus and Market Abuse Regulations to facilitate listings in Europe. On 7 December 2022, the European Commission published its proposal for a Listing Act. It contains proposals on the prospectus, exemptions, secondary issuances, market abuse requirements and repealing the Listing Directive. It is also suggesting introducing multiple voting rights for issuers on SME Growth Markets. Indices As a benchmark administrator, Euronext must comply with the Benchmark Regulation (Regulation (EU) 2016/1011, “BMR”) which has been applicable since 1 January 2018. Euronext Amsterdam, Euronext Brussels, Euronext Dublin, Euronext Lisbon, Oslo Børs, Euronext Paris, Fish Pool and Nord Pool are registered by the European Securities and Markets Authority (ESMA) as benchmark administrators under BMR. The operation of regulated markets and MTFs MiFID II/MiFIR, MAR/MAD II, ESMA standards and the Euronext Rulebooks all provide minimum requirements for the monitoring of trading and enforcement of rules by Euronext as the operator of regulated markets and MTFs. In particular, market operators are required to meet, inter alia, all the requirements set out in MiFID II/MiFIR (and reinforced in MAR/MAD) including the obligation to ensure that the markets they operate allow financial instruments to trade “in a fair, orderly and efficient manner”. To this end, Euronext has set up a framework to organise market monitoring by which it: ▪monitors trading in order to identify breaches of the rules, disorderly trading conditions or conduct that may involve market abuse; ▪reports breaches of rules or of legal obligations relating to market integrity to the competent authority. Market surveillance and monitoring are implemented through a two-step process consisting of real-time market surveillance and post-trade (i.e. “next day”) analysis of executed trades. Euronext ensures member compliance with its rules by conducting on-site investigations and inspections. Borsa Italiana has not yet been integrated within the group framework (Rulebook and market monitoring) but operates under EU and local rules and regulations, until the migration of Borsa Italania's system to Optiq®. Group-wide supervision and regulation The national regulators of Euronext’s markets (where Euronext holds a licence to operate regulated markets and/ or MTFs granted by the relevant NCA and operates under its supervision) are parties to a memorandum of understanding (MOU) most recently amended and restated in January 2022 that established a “Euronext College of Regulators”. This provides a framework to coordinate their supervision and the regulation of the business and of the markets operated by Euronext. The Company commits itself to the MOU, to the extent that any obligations arising from the memorandum of understanding apply to the Company or its subsidiaries. These regulatory authorities have identified certain areas of common interest and have adopted a coordinated approach to the exercise of their respective national rules, regulations and supervisory practices regarding listing requirements, prospectus disclosure requirements and ongoing obligations of listed companies. National regulation Most of the companies in the group are regulated and supervised by local authorities. These companies are subject to regular inspections by these authorities on dedicated topics. Findings are discussed between the company and the authorities and action plans are agreed where appropriate. Belgium Euronext Brussels is governed by the Belgian Law of 21 November 2017 on the market infrastructures for financial instruments and transposing MiFID II. Euronext Brussels is responsible for matters such as the operation of regulated markets and MTFs and the admission, suspension and exclusion of members and has been appointed by law as the “competent authority” for listing matters within the meaning of the Listing Directive (Directive 2001/34/EC). Euronext Brussels is subject to the supervision of the Financial Services and Markets Authority (FSMA), an independent public authority which strives to ensure the honest and equitable treatment of financial consumers and the integrity of the financial markets. Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 47 Denmark Euronext Securities Copenhagen is governed by Regulation (EU) no. 909/2014 (CSDR) and the Danish Capital Market Act (Danish Act. no 2014 of 1 November 2021 on capital markets). Euronext Securities Copenhagen is supervised by the Danish Financial Supervisory Authority and subject to oversight by the Danish Central Bank (Danmarks Nationalbank). Further, the Euronext Securities Copenhagen has the ECB as relevant authority. Section 3 - Empower Sustainable Finance of this Universal Registration Document constitutes the statutory reporting on corporate responsibility cf. §99a of the Danish Financial Statement Act. France As a market operator, Euronext Paris manages the Euronext regulated markets and MTFs in France. In accordance with Article L.421-10 of the French Monetary and Financial Code, Euronext Paris adopts rules for each of these markets to ensure fair and orderly trading and efficient order execution. The requirements for market access and admission of financial instruments to trading are also covered by these rules, which are approved by the Autorité des Marchés Financiers (AMF) and published on the market operator’s website. Euronext Paris markets are subject to the provisions of Article L.421-4 et seq. of the French Monetary and Financial Code, which authorises the French Minister of Economy to confer and revoke regulated market status upon proposal of the AMF, which must consult with the Autorité de Contrôle Prudentiel et de Résolution (ACPR). Italy Borsa Italiana is a market operator supervised by CONSOB. According to Articles 64 and 64-quarter of the Consolidated Law of Finance, CONSOB is responsible for the authorisation of the regulated markets and MTFs managed by Borsa Italiana. MTS is authorised as operator of a wholesale regulated market for government securities according to Article 62 of the Consolidated Law on Finance. The Ministry of Economy grants the authorisation in agreement with the Bank of Italy and CONSOB. The Bank of Italy supervises the management of wholesale markets for government securities and on the soundness of the market rules without prejudice for CONSOB supervisory powers over financial markets. The Consolidated Law on Finance is supplemented by secondary legislative provision included in the “Markets Regulation” adopted by CONSOB and supervisory instructions issued by Bank of Italy applicable to wholesale markets for government securities. Euronext Securities Milan is the central securities depository for the Italian financial market. Euronext Securities Milan is authorised as CSD according to Article 79-undecies of the Consolidated Law on Finance since 18 December 2019. CONSOB and the Bank of Italy are the NCAs responsible for authorisation and ongoing supervision pursuant to Article 11, sub-section 1, of Regulation (EU) no. 909/2014 (CSD-R). CONSOB, in accordance with the Bank of Italy, authorises the performance of the core and ancillary services in the capacity of central depository and the extension of the activities or the outsourcing of the services to third parties, pursuant to Articles 16 and 19 of Regulation no. 909/2014 and according to the procedure contemplated by Article 17 of the same regulation. Furthermore CONSOB, in accordance with the Bank of Italy, approves Euronext Securities Rules of Services at the time of the initial authorisation and any subsequent amendment thereof. CSDR is complemented by the domestic regulatory framework (Consolidated Law of Finance and Post-trading Regulation governing central counterparties, central securities depositories and central depository services). Euronext Clearing is a central counterparty authorised by CONSOB and the Bank of Italy to provide clearing services in compliance with EMIR, which provides clearing services across a broad range of trading venues and asset classes, including equities, derivatives, commodity derivatives and fixed income products. Euronext Clearing’s activities are subject to the direct supervision and oversight of the Italian NCAs, namely the Bank of Italy, with reference to the stability and the reduction of systemic risk, and by CONSOB, with respect to transparency and investor protection. A college has been constituted in compliance with EMIR. The European Market Infrastructure Regulation (EMIR) has been transposed domestically into the Italian Consolidated Law on Finance (d. lgs. 58/1998) and further into CONSOB and Bank of Italy Joint Regulation on Post-Trading (Provvedimento Unico sul Post-Trading of 13August 2018). The Netherlands Both Euronext N.V. and Euronext Amsterdam have licences from the Dutch authorities to operate regulated markets. This means that they are subject to the regulation and supervision of the Dutch Minister of Finance and the Autoriteit Financiële Markten (“AFM”). Since the creation of Euronext in 2000, the Dutch regulators have taken the view that the direct parent company of Euronext Amsterdam, as controlling shareholder, should be seen as co-market operator and, accordingly, also requires a licence. Pursuant to section 5:26 paragraph 1 of the Dutch Financial Supervision Act it is prohibited in the Netherlands to operate or to manage a regulated market without a licence granted by the Dutch Minister of Finance. The Dutch Minister of Finance may, at any time, amend or revoke the licence if necessary, to ensure the proper functioning of the markets or the protection of investors. The licence may also be revoked for non-compliance with applicable rules. Norway Oslo Børs has a licence as a regulated market from the Norwegian Ministry of Finance pursuant to section 11.1 of the Norwegian Securities Trading Act and operates two such regulated markets. In addition, Oslo Børs operates one MTF pursuant to section 9.8 of the Norwegian Securities Trading Act. Oslo Børs adopts rules for each of these markets to ensure fair and orderly trading and efficient order execution. In addition, Oslo Børs has been appointed as take-over authority pursuant to section 6.4 of the Norwegian Securities Trading Act. Oslo Børs has also delegated authority to supervise compliance with and to sanction violations of issuers’ obligation to disclose inside information pursuant to sections 5.2 and 5.3 of the 1 Presentation of the Group 48 2022 UNIVERSAL REGISTRATION DOCUMENT Norwegian Securities Trading Act, cf. section 17.1 of the Norwegian Securities Trading Regulation. The Norwegian Financial Supervisory Authority is responsible for the regulation and supervision of regulated markets and MTFs licensed in Norway. Euronext Securities Oslo is the only CSD in Norway and consequently holds a unique position in the Norwegian capital market. On 28 January 2022, Euronext Securities Oslo was granted an authorisation to operate as a CSD in accordance with CSDR. Euronext Securities Oslo will start operating under the new authorisation as from 1 March 2022, from which point in time Euronext Securities Oslo has been subject to the Act of 15 March 2019 no. 6 on Central Securities Depositories and Securities Settlement, etc. (the CSD Act) which implements CSDR in Norwegian law. Euronext Securities Oslo’s activities are subject to supervision and oversight by the Norwegian Financial Supervisory Authority and the Norwegian Central Bank. Portugal As a market operator, Euronext Lisbon is governed by Portuguese Decree of Law No. 357-C/2007 of 31 October 2007 which, along with the Portuguese Securities Code and regulations of the Comissão do Mercado de Valores Mobiliários (CMVM), governs the regime applicable to regulated markets and MTFs, market operators and other companies with related activities in Portugal. The creation of regulated market operators requires the prior authorisation in the form of a decree-law from the Portuguese Minister of Finance, following consultation with the CMVM. As a CSD, Euronext Securities Porto is governed by the Regulation (EU) no. 909/2014 (CSDR) and the Portuguese CSD Legal Framework, approved by Law no. 35/2018 of 20 July, along with the Portuguese Securities Code, the regulations of the CMVM and Euronext Securities Porto self-regulation. The CMVM – Comissão do Mercado de Valores Mobiliários is Euronext Securities Porto national competent authority and Banco de Portugal and the European Central Bank are its relevant authorities. Republic of Ireland The Irish Stock Exchange Plc trading as Euronext Dublin is authorised by the Central Bank of Ireland (CBI) as a market operator pursuant to Article 56 (2) of the European Union (Markets in Financial Instruments) Regulation 2017 (S.I. 375/2017). As a market operator, Euronext Dublin operates one regulated market and three MTFs and adopts rules for each of these markets to ensure fair and orderly trading and efficient order execution. In addition, Euronext Dublin has been appointed as the competent authority for listing by the Department of Enterprise, Trade and Employment pursuant to the European Communities (Admission to Listing and Miscellaneous Provisions) Regulations 2007, as amended. The CBI is responsible for the regulation and supervision of regulated markets and market operators authorised in Ireland. Euronext Dublin is required to meet various legislative and regulatory requirements and failure to comply with these requirements could subject it to enforcement action by the CBI including significant penalties and/or revocation of its authorisation as a market operator. United Kingdom The revocation of Euronext's Recognised Investment Exchange (RIE) activities in the United Kingdom was confirmed by the FCA with effect from 19 April 2021. Euronext Amsterdam, Euronext Paris and Borsa Italiana have been authorised under the Recognised Overseas Investment Exchange Regime (ROIE). Euronext Brussels filed in an application for ROIE in summer 2021 and is awaiting authorisation. Euronext also has a licence to operate Data Reporting Service Providers (DRSPs, an APA and ARM) in the UK and is supervised by the FCA for this activity. Stichting In connection with obtaining regulatory approval of the acquisition of Euronext by the NYSE Group, Inc. in 2007, NYSE Euronext implemented certain special arrangements which included a standby structure involving a Dutch foundation (stichting). Following the acquisition of NYSE Euronext by ICE and the Demerger, the Company became a party to these arrangements, which include a Further Amended and Restated Governance and Option Agreement (the “GOA”), to which ICE, the stichting and Euronext are parties. The stichting has been incorporated to mitigate the effects of any potential change in U.S. law that could have extraterritorial effects on the regulated markets operated by the Euronext Market Subsidiaries as a result of a U.S. shareholder holding a controlling interest in the Company. The board members of the stichting are independent from Euronext. Pursuant to the GOA, while the Company has U.S. shareholders with a controlling interest in the Company, the stichting is empowered to take actions to mitigate the adverse effects of any potential change in U.S. law that have certain extraterritorial effects on the regulated markets operated by the Euronext Market Subsidiaries. If there is no such controlling U.S. shareholder, the stichting becomes dormant and unable to exercise such powers. If a new U.S. shareholder were to gain control of the Company, the stichting would be automatically revived. Up until 20 June 2014, the stichting was active through ICE’s shareholding. After the IPO, ICE sold its shareholding, and there has been no controlling American shareholder. At the Euronext College of Regulators’ request, the stichting has become dormant. 1.4.3OWNERSHIP LIMITATIONS AND ADDITIONAL NOTIFICATION REQUIREMENTS The rules set forth below apply to an acquisition of a direct or indirect interest in Euronext’s market operators. These rules are in addition to shareholder reporting rules applicable to listed companies generally set out above. Under Belgian law, any person who intends to acquire securities in a Belgian market operator and who would, as a result of such acquisition, hold directly or indirectly 10% or more of the share capital or of the voting rights in that market operator, must provide prior notice to the FSMA. The same obligation applies each time such person intends to increase its ownership by an additional 5%. Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 49 Under Danish law, pursuant to article 27(7) of the Central Securities Depository Regulation, a Danish CSD shall a) provide the Danish Financial Supervisory Authority with, and make public, information regarding the ownership of the CSD, and in particular, the identity and scale of interests of any parties in a position to exercise control over the operation of the CSD; and b) inform and seek approval from the Danish Financial Supervisory Authority of any decision to transfer ownership rights which give rise to a change in the identity of the persons exercising control over the operation of the CSD. After receiving approval from the Danish Financial Supervisory Authority, the CSD shall make public the transfer of ownership rights. Any natural or legal person shall without undue delay inform the CSD and the Danish Financial Supervisory Authority of a decision to acquire or dispose of its ownership rights that give rise to a change in the identity of the persons exercising control over the operation of the CSD. Pursuant to article 27(8) of the Central Securities Depository Regulation, within 60 working days from the receipt of the information referred to in article 27(7), the Danish Financial Supervisory Authority shall take a decision on the proposed changes in the control of the CSD. The Danish Financial Supervisory Authority shall refuse to approve proposed changes in the control of the CSD where there are objective and demonstrable grounds for believing that they would pose a threat to the sound and prudent management of the CSD or the ability of the CSD to comply with the Central Securities Depository Regulation. Under Dutch law, a declaration of non-objection from the Dutch Minister of Finance is required for any holding, acquisition or increase of a Qualifying Participation (defined as direct or indirect participation of at least 10% of the issued capital of the relevant entity or the power to exercise at least 10% of the voting rights) in an operator or holder of a regulated market in the Netherlands which has been granted an Exchange licence to operate such market pursuant to section 5:26 of the Dutch Financial Supervision Act. The Dutch Minister of Finance has delegated its powers to grant a declaration of no-objection under section 5:32d of the Dutch Financial Supervision Act to the AFM, except in cases where the acquisition of the Qualifying Participation involves a fundamental change to the shareholding structure of the relevant licensed operator or holder of a regulated market in the Netherlands. Euronext N.V. controls Euronext Amsterdam, which is the licensed holder and operator of a regulated market in the Netherlands, and has obtained a declaration of no-objection under section 5:32d referred to above. Therefore, any acquisition or holding increase of a direct or indirect interest in the Company that results in an indirect Qualifying Participation in Euronext Amsterdam, will trigger the requirement to obtain a declaration of no-objection of the AFM or, in the case of a fundamental change in the shareholding structure, the Dutch Minister of Finance. Such declaration should be granted unless such holding, the acquisition or increase: (1) could or would lead to a formal or actual control structure that is lacking in transparency and would therefore constitute an impediment to the adequate supervision of the compliance by the market operator with the rules applicable to the operator of a regulated market; (2) could or would lead to an influence on the regulated market operator or effect on the exploited or managed regulated market that forms a threat to the interests which the Dutch Financial Supervision Act seeks to protect; or (3) could jeopardise the healthy and prudent operation of the regulated market concerned. Non-compliance with the requirement to obtain a declaration of no-objection is an economic offence and may lead to criminal prosecution. In addition, if a person acquires or increases a Qualifying Participation without having obtained a declaration of no-objection, it will be obliged to cancel the transaction within a period to be set by the Dutch Minister of Finance or the AFM unless the person cures the offence and obtains a declaration of non- objection. The Dutch Minister of Finance or the AFM may request the District Court in Amsterdam to annul any resolutions that have been passed in a general meeting of shareholders in which such person exercised its voting rights, if such resolution would not have been passed or would have been passed differently if such person had not exercised its voting rights. The District Court will not annul the resolution if the relevant person obtains a declaration of non-objection prior to the decision of the court. Under French law, any person or group of persons acting in concert who acquires or increases, directly or indirectly, a holding in Euronext Paris shares or voting rights in excess of 10%, 20%, 33⅓%, 50% or 66⅔% is required to inform Euronext Paris, which in turn must notify the AMF and make the information public. In addition, any person acquiring direct or indirect control of a market operator must obtain the prior approval of the Minister of Economy upon proposal of the AMF. Further, Euronext Paris shall promptly notify the AMF prior to any changes to the identity and the details of the holding of any existing shareholder or shareholders, alone or in concert, who is in a position to exercise, directly or indirectly, significant influence (10% or more of the share capital or voting right) over the management of Euronext Paris and the proposed change can proceed as long as Euronext Paris does not receive any objection from the AMF within the period of time provided by the AMF General Regulation. Under Irish law, prior notification to the Central Bank of Ireland of a proposed acquisition of, or increase in, a direct or indirect qualifying holding (10% or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of that undertaking) of Euronext Dublin is required. Under Italian Law, CONSOB shall be prior notified by anyone who directly or indirectly intends to acquire or transfer a stake in the equity share capital of the market operator or in the person that, whether directly or indirectly, controls the market operator, in such a way that the share of voting rights or capital reaches or exceeds, upwards or downwards, 10%, 20%, 30% or 50%, and in any event when changes result in the acquisition or loss of control of the company. CONSOB may oppose the acquisition of the stake or the change in the control when there are objective reasons to believe that the healthy and prudent management of the market is put at risk, evaluating, among other things, the quality of the prospective buyer and the financial solidity of the acquisition project. In addition, any acquisition of stakes in the capital of the market operator of the regulated market and the subsequent variations, made directly or indirectly, must be communicated by the acquiring party within 24 hours to the market operator. Furthermore, market operators are required to notify CONSOB and make public the information on the ownership of the company and in particular the identity of the parties that are able to exercise a significant influence over its management and the size of their interest. The meaning of “significant influence” and control are specified by the Italian domestic framework. As regards the wholesale regulated market for government securities the power to asses the above-mentioned acquisition of stake and changes in control are attributed to the Bank of Italy. As 1 Presentation of the Group 50 2022 UNIVERSAL REGISTRATION DOCUMENT regards CCPs, the European Market Infrastructure Regulation (EMIR) requires prior notification and subsequent approval of any decision either to acquire or to dispose of a qualifying holding. Article 31 EMIR requires that any decision taken by a natural or legal person also acting in concert, either to acquire, directly or indirectly, a qualifying holding in a CCP or to further increase, directly or indirectly, such a qualifying holding, as a result of which the proportion of the voting rights or of the capital held would reach or exceed certain predetermined decimal thresholds (10 %, 20 %, 30 % or 50 %), or so as to make the CCP become its subsidiary, should be subject to notification and subsequent approval by the CCP’s competent authority. The same applies in case of any decision to dispose or to reduce a qualifying holding, so that the proportion of the voting rights or of the capital held would fall below said predetermined thresholds, or so that the CCP would cease to be that person’s subsidiary. Pursuant to EMIR article 31, the NCA shall have a maximum of 60 working days as from the date of the written acknowledgement of the receipt of the notification by the proposed acquirer or vendor to perform said assessment, with the possibility to extend the deadline upon occurrence of certain conditions, e.g. in case of a further request for information. For Italian CCPs the assessment is performed by the Bank of Italy, in agreement with CONSOB. Under Article 27(7) of CSDR, a CSD shall (a) provide the competent authority with, and make public, information regarding the ownership of the CSD, and, in particular, the identity and scale of interests of any parties in a position to exercise control over the operation of the CSD; (b) inform and seek approval from its competent authority of any decision to transfer ownership rights which give rise to a change in the identity of the persons exercising control over the operation of the CSD. Furthermore, any natural or legal person shall inform without undue delay the CSD and its competent authority of a decision to acquire or dispose of its ownership rights that give rise to a change in the identity of the persons exercising control. Within 60 working days from the receipt of the information referred to in paragraph 7, the competent authority shall take a decision on the proposed changes in the control of the CSD. The competent authority shall refuse to approve proposed changes in the control of the CSD where there are objective and demonstrable grounds for believing that they would pose a threat to the sound and prudent management of the CSD or to the ability of the CSD to comply with the applicable regulation. For Italian CSD the assessment is performed by CONSOB, in agreement with the Bank of Italy. According to art. 26 of the Rules governing central counterparties, CSDs and central depository services dated 31 August 2018 4, CSDs shall send the Bank of Italy and CONSOB, on an annual basis on the occasion of sending documentation on the financial statements, a copy of an updated version of the shareholders register, indicating for each shareholder: a) the number of shares with voting rights held; b) the percentage of the shares with voting rights held with respect to the total number of shares with voting rights. In general, CSDs shall communicate all amendments to the shareholders’ register to the Bank of Italy and CONSOB without delay. Under Norwegian law, an acquisition resulting in the acquirer having a significant holding in a market operator for an official stock exchange, or in the stock exchange itself, requires authorisation from the Norwegian Ministry of Finance. Significant holding means any direct or indirect holding representing at least 10% of the share capital or the voting rights, or which otherwise makes it possible to exercise substantial influence over the management of the undertaking. Shares held or acquired by related parties shall be deemed equivalent to the acquirer’s own shares. The acquisition of a right to become holder of shares shall be deemed equivalent to the holding of shares for the purpose of the first to third sentence where this must be considered a beneficial shareholding. Any acquisition increasing the holding such as to directly or indirectly exceed 20%, 30% or 50% of the share capital or voting rights of a stock exchange requires authorisation from the Norwegian Ministry of Finance. Under the current Norwegian Securities Register Act, the rules in respect of ownership restriction for CSDs are similar to the rules that apply to market operators of a Norwegian stock exchange, described above. An acquisition of a significant holding in a CSD may only take place after authorisation from the Norwegian Ministry of Finance. “Significant holding” has the same content as described above for stock exchanges. In the CSDR there are also rules regulating ownership of a CSD. Any transfer of ownership rights that give rise to a change in the identity of the persons exercising control of the CSD needs approval from the competent authority of the CSD. This implies that an acquisition of shareholdings that gives the opportunity to exercise control of the CSD needs approval from the Norwegian FSA. Under Portuguese law, a shareholder who intends to acquire, directly or indirectly, a dominant holding (broadly defined as 50% or more of the share capital or voting rights) or a dominant influence (broadly defined as the majority of voting rights or the possibility to appoint or dismiss the majority of the members of the managing or supervisory bodies) in a Portuguese market operator must obtain the prior authorisation of the Portuguese Ministry of Finance (with prior advice of the CMVM). In addition, all entities envisaging (i) acquiring or disposing of a (direct or indirect) qualifying holding (10% or more of the share capital or voting rights or otherwise establishing a significant influence) or increasing a qualifying holding at the level of 10%, 20%, 33⅓% or 50% or more of the share capital or voting rights in a market undertaking in Portugal or (ii) otherwise establishing a control relationship with a market subsidiary in Portugal, must notify the CMVM of the acquisition or disposal as soon as a decision has been taken to proceed within four business days following the relevant transaction and seek a prior declaration of non-objection. The disposal/reduction of the aforementioned qualifying holdings (considering each threshold above) or change in the control relationship is also required to be notified to the CMVM. Under Article 27(7)(a) of CSDR, a CSD shall (i) provide the competent authority with, and make public, information regarding the ownership of the CSD, and, in particular, the identity and scale of interests of any parties in a position to exercise control over the operation of the CSD; (ii) inform and seek approval from its competent authority of any decision to transfer ownership rights which give rise to a change in the identity of the persons exercising control over the operation of the CSD; after receiving approval from its competent authority, the CSD shall make public the transfer of ownership rights. Any natural or legal person shall inform without undue delay the CSD and its competent authority of a decision to acquire or dispose of its ownership rights that give rise to a change in the identity of the persons exercising control. The Portuguese CSD Legal Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 51 Framework specifies that the acts through which the acquisition, increase, disposal or reduction of qualifying holdings and controlling interests is carried out are communicated to the CMVM and the CSD by the holders of the interest within 15 days. Qualifying holdings are deemed to be 10%, 20% or one-third of voting rights or capital. The CSD notifies the CMVM of changes in its ownership, in accordance with Article 27(7)(a) of Regulation (EU) 909/2014 (CSDR), as soon as it becomes aware of them. 1 Presentation of the Group 52 2022 UNIVERSAL REGISTRATION DOCUMENT This page has been intentionally left blank Presentation of the Group 2022 UNIVERSAL REGISTRATION DOCUMENT 53 This page has been intentionally left blank 2 Risk Management & Control Structure 54 2022 UNIVERSAL REGISTRATION DOCUMENT 2 2.1 Risk Factors 2.2 Mitigation Measures 2.3 Control Framework 2.3.1 First Line of Defence 2.3.2 Second Line of Defence 2.3.3 Third Line of Defence Risk Management & Control Structure 2022 UNIVERSAL REGISTRATION DOCUMENT 55 2RISK MANAGEMENT & CONTROL STRUCTURE Euronext analyses and monitors risks whose occurrence could have a material impact on the Group’s business. The table of the Group’s principal risks categorises these risks, the most material risks taking into account the impact and the probability of their occurrence. Although Euronext believes that the risks and uncertainties described below are the material risks and uncertainties concerning the Group’s business and industry, they are not the only risks and uncertainties relating to the Group. Other risks, events, facts or circumstances not presently known to Euronext, or that Euronext currently deems to be immaterial could, individually or cumulatively, prove to be important and may have a significant negative impact on the Group. 2 Risk Management & Control Structure 56 2022 UNIVERSAL REGISTRATION DOCUMENT 2.1Risk Factors Hierarchy of Risk Factors Russia / Ukraine War Risk Strategic Risks Strategic Transformation Risk Regulatory Evolution and Enhanced Regulatory Scrutiny Risk Global and Regional Economy Risk Competition on Capital Markets Risk Operational Risks Cyber Security Risk Technology Risk Third Party Risk Operational Resilience Employees Risk Regulatory and Liabilities Risk Financial Risks Credit Risk Market Risk Liquidity Risk Capital Requirements Risk Euronext recognises the importance of environmental, social and governance (“ESG”) related risks. Based on our 2022 risk analysis, no material residual (unmitigated) ESG core business risks have been identified as impacting the operations, revenues and stakeholders of the Group. The risk factors annotated by a reference symbol indicate material business risks that have an ESG dimension and link to the key ESG issues as identified by the Group’s external stakeholders in the Group ESG materiality matrix (see section 3.1 - Value Creation by Euronext for more information) labelled under 5 impact areas have been identified according to these categories. Risk Management & Control Structure 2022 UNIVERSAL REGISTRATION DOCUMENT 57 Russia / Ukraine War Risk Risk Identification and Description Potential Impact on the Group Following the escalation of the Russian invasion of Ukraine in early 2022, the Group launched a process to assess strategic, operational and financial risks posed to the Group by these actions. The Group assessed the measures taken by the European Union/ European Economic Area, United Kingdom and United States related to sanctions on Russia and their impacts on the Group. Following the assessment the Group suspended a limited number of products and members with potential exposure to Russia. Targeted cyber-attacks, high volatility on markets and impacts to suppliers/contractors impeded from providing services may impact Group operations. The geopolitical tensions in Europe between Russia and EU/NATO have resulted in significant economic impacts (energy prices, high inflation) which remain uncertain. This may impact the Group's cost base and the cost of debt refinancing of Euronext after 2024. Liquidity for financing purposes may be more scarce and expensive to obtain on both public and private markets and regulators may seek to impose higher risk buffers. If the Group has failed to identify any Russian links and adhere to sanctions, it may face significant fines and reputational damage. Euronext does not own any entities in Russia and the Group has a limited activity with Russian clients and/or Russia-based entities. Similarly, the Group does not have critical vendors linked to Russia or Ukraine. The impact to business and vendor support has been limited. In the case of a successful targeted physical or cyberattack directly on market infrastructures or indirectly to the ecosystem of Euronext, and results in the extended disruption of the market, the Group may face significant financial and potentially reputation losses. The invasion of Ukraine has added to inflationary pressure particularly for commodities exported by Russia, with knock-on effects, which may impact the cost base of the Group. Furthermore, the ongoing war and disruptions to Russian and oil and gas exports has triggered global energy shock resulting in negative consequences and in a worst case scenario a European recession, which may negatively impact the Group results. Strategic Risks Strategic Transformation Risk Risk Identification and Description Potential Impact on the Group The Group’s strategy includes the identification and implementation of organic initiatives and new business initiatives such as acquisitions and partnerships. The size, number and complexity of recent acquisitions and those that may be executed in the near future, as well as ongoing enhancement programmes, creates a strategic transformation risk for the Group. Strategic transformation risk is the risk of, or loss resulting from, underperforming or failed transformations/ integrations. The market for acquisition targets and strategic alliances is highly competitive. The Group has acted on opportunities as they arise and may continue to enter into simultaneous business combination transactions. Specifically, the Group has continued the integration of Borsa Italiana which is principally driven by the migration of Borsa Italiana markets to the Optiq® platform and the expansion of the Group’s CCP, Euronext Clearing. The projects undertaken by the Group as part of the broader integration of Borsa Italiana entities have varying degrees of dependencies, there is a risk that should one or more projects be delayed in delivery, the other projects may be impacted. Beyond the above mentioned projects, the Group is undergoing other group-wide business transformation programs, including the creation a pan-European group of CSDs. Pursuing strategic transactions requires substantial time and attention of the management team, and of key employees managing or working on the integration/project activities. This could prevent oversight of other initiatives, reduce bandwidth for business as usual activities and slow other ongoing projects or initiatives. Late, incomplete or unsuccessful integrations or projects may impact the Group’s strategic plan, business, reputation and financial results. The ability to adapt to a rapidly changing company culture by Euronext’s employees is necessary to ensure successful integrations and transformation. Failure to meet the demands of the changing company culture could negatively impact the advancement of projects and successful integration. Recent acquisitions and strategic decisions require changes to the Euronext business model varying in complexity. If integration programs are not completed, do not operate as intended, are delayed or identified synergies are not delivered, Euronext's strategic ambition and reputation may be at risk. 2 Risk Management & Control Structure 58 2022 UNIVERSAL REGISTRATION DOCUMENT Regulatory Evolution and Enhanced Regulatory Scrutiny Risk Risk Identification and Description Potential Impact on the Group The Group’s businesses are subject to extensive regulation and supervision at both European and national levels in the jurisdictions in which the Group has operations: Belgium, Denmark, France, Ireland, Italy, the Netherlands, Norway, Portugal and the United Kingdom. In addition, the Company has a presence in the United States, Singapore, Finland and India. Regulatory changes may impact the operating environment of Euronext exposing the Group to risks associated with the implementation and maintenance of compliance with new regulatory requirements. As the Group expands, so has the scope of regulatory requirements to which it is subject and the breadth of relevant relationships it must maintain. The regulatory environment is an important element that may limit the ability of the Group or its entities to provide certain current or planned services, or build an efficient, competitive organisation. For example, the Group must obtain regulatory approval to implement significant changes to the operations of its regulated markets, and any material changes to operations and models of its CCP and CSDs. Failure to obtain required approvals may prevent the Group from achieving its strategic objectives. Furthermore, regulatory approvals may need to come from multiple bodies depending on the scope of the projects. Current major cross- organisation projects include Borsa Italiana markets migration to Optiq® and expansion of Euronext Clearing. With regards to the MiFID II framework, the proposed amendments to MiFIR and MiFID II presented by the European Commission in November 2021 include a number of risks for the Group and were confirmed by the EU Council in December 2022. Market data business revenues face a risk linked to the potential introduction of a real-time pre and post-trade consolidated tape. There is a further risk linked to a proposed revised market structure regulatory framework, potentially benefiting dark and off-venue trading. In addition, there are ongoing discussions related to the proposed ban on Payment for Order Flow (PFOF). The risk posed by the MiFIR proposal is uncertain as it is still subject to negotiations by policy makers. With regards to the CSDR framework, the EU Commission addresses access to commercial bank money for settlement purposes, as well as services passports, both requiring effort to implement. Application of the European framework for CCP Recovery and Resolution began in 2022 with the exception of certain requirements and Level 2 regulations that will apply in 2023. In early December 2022, the Commission brought forward a package to propose a review of EMIR and new Listings Act, both potentially positive. The EMIR review seeks to improve new product and service authorisation procedures. The Listing Act proposes a streamlined prospectus and amended exemptions. Beyond market infrastructure regulation, the Group is subject to increased regulation in the areas of IT and cybersecurity, outsourcing and Fintech with several legislative proposals currently being finalised at the EU level (in particular DORA Digital Operational Resilience Act), MICA (Markets in Crypto Assets Regulation) and the DLT (Distributed Ledge Technology Pilot) Regulation. The digital finance package, set to enter into force in 2023 will provide more room for the Group and competitors to innovate on DLT and crypto assets. Well designed legislation in respect of IT, cyber security and outsourcing can be expected to assist the Group in its operations on a cross-border basis, particularly in harmonisation of reporting obligations. ESG regulatory evolution has over the past year accelerated and is set to continue. A number of new regulations are expected to be published in 2023, and enter into force and be applied over 2024 and 2025. These include, the Corporate Sustainability Reporting Directive (CSRD), the final four objectives of the EU Taxonomy for Sustainable Activities and Corporate Sustainability Due Diligence Directive (CSDDD). Decisions by Euronext’s regulators to impose measures may impact the competitive situation and possible strategy of the Group. Adherence to new and evolving regulatory regimes implies increase compliance and associated costs of the Group, for instance by requiring the businesses of the Group to devote substantial time and cost to the implementation of new rules and related changes in their operations. It may also impact the ability to outsource certain activities and/or place financial and corporate governance restrictions on the Group and its group entities. As the Group grows its product base and the jurisdictions in which it operates, regulatory oversight of the Group’s activities by additional regulatory bodies potentially increases regulatory constraints or increases compliance requirements. The changes may affect Euronext’s activity and/or revenue if designed adversely, or could materially increase the costs of, and restrictions associated with, its activities. Any delay or denials by regulatory authorities of approval requested by Euronext required to implement its strategic initiatives, or to pursue business opportunities could have a significant impact on Euronext’s competitive positioning and growth. The impacts of the proposed amendments to MiFIR remain hard to assess definitively as they are still subject to negotiations by policy makers. The debate and changes to the structure of the market data business including both reasonable commercial basis provisions and the creation of a consolidated tape may negatively impact market data business revenues in the medium term. The same may be the case for market structure reforms, particularly if the EU decides to alleviate the provisions of dark and off-venue trading. On the post-trade side, the CSDR and EMIR Reviews are generally positive for the Group, potentially facilitating these businesses, however, the legislative process still needs to be finalised. The CCP Recovery and Resolution framework is in the process of implementation and requires close monitoring to ensure the timely compliance with the new requirements. With respect to the Digital Finance package, including DLT Pilot Regime and MICA Regulation, in the medium term, the estimated impact, due to the asset perimeter of the digital finance package as it stands, is expected to be limited. In the longer term, more flexible provisions of digital finance may be extended to a broader asset perimeter, and enable new competition on Euronext's core activities, with the main impacts expected on bond listing, post-trade and retail trading activities. Implementation and compliance with DORA may create additional burden to the Group. If competitors (including those in third party jurisdictions) are able to obtain regulatory approval for similar products (including new digital products) or services faster than established such as the Group or its entities, or with lower regulatory burdens than regulated entities, the Group's competitive position may be weakened. ESG regulations require increasing time and resources to ensure correct implementation and continued compliance changes and adaptation processes, including training and awareness for employees. Potential impacts of new regulations will be determined by the scope of application of new regulations and directives. Risk Management & Control Structure 2022 UNIVERSAL REGISTRATION DOCUMENT 59 Global and Regional Economy Risk Risk Identification and Description Potential Impact on the Group The Group is exposed to global and regional economic, political and geopolitical market conditions, macro-economic changes in global or regional demand or supply shifts and legislative and regulatory changes across several jurisdictions, which can affect the level of global and local financial activity. The general economic conditions as well as unanticipated, impactful events and general economic conditions affect financial and securities markets in a number of ways, from determining availability of capital, to influencing investor confidence. Adverse changes in the economy or the outlook for the financial and securities industry can have a negative impact on the Group's revenues through declines in trading volumes, new listings, clearing and settlement volumes and demand for market data. In 2022, inflation in Europe and the US increased to its highest in several decades, driven by the lingering impacts from the pandemic and its recovery, and exacerbated by the war in Ukraine and subsequent sanctions to the Russian invasion. Government responses to curb inflation by increasing interest rates may depress growth and negatively impact the equity market trading and valuations and ultimately business activity. GDP in the euro area, where the Group’s activities are concentrated, is projected to decrease in the first half of 2023 and economic growth in the euro area is predicted to be close to zero, a decline from 3.1% in 2022. Low or negative growth may impact trading, and increased credit risk in the Euro area may reduce appetite for risk including trading activities by participants. Additionally, primary listing activities could be negatively impacted given challenging market conditions further negatively impacting the Group. While volatility may drive volumes on trading venues, the recession and slow GDP growth may be reflected in issuance and trading, clearing and settlement volumes, and demand for market data, which may negatively impact Group revenue and growth targets. Declines in volumes may also impact the Group’s market share or pricing structures. The expected recessionary and increasing credit risk environment may negatively impact markets, which may experience a “flight to quality”, negatively impacting business where the has activities. Further, a flight to quality may result in widening BTP-Bund spreads reducing the overall volume of bonds traded on Group markets. In case of a temporary recession the impact on the Group may be muted due to potential opportunities of portfolio reallocation. Should the recession be persistent, higher credit risk, increased bond spreads, and impacts to market liquidity, may result in participants reducing their trading activity and suspending potential listings. Competition on Capital Markets Risk Risk Identification and Description Potential Impact on the Group The industry in which the Group operates is highly competitive. In particular, the Group’s trading business is facing market fragmentation and increased competition, from OTC and bilateral trading, systematic internalisers and multilateral trading facilities (MTFs). The listing business is facing competition from incumbents as well as private equity funding. Competition has intensified due to trends including: (1) technological innovation; (2) the globalisation of capital markets, which has resulted in greater mobility of capital, greater international participation in local regions and more competition among different geographical areas; (3) the continued expansion of other market participants impacting volumes on our markets; (4) the growing appeal of private equity; and, [5] increased competition among exchanges. Such competition may intensify further should certain rules, regulations and circumstances change, notably ongoing regulatory discussions around the MiFIR review. The Group competes with other market participants in a variety of ways, including (1) diversity of flows, index services, data and quantitative research; (2) ease of use and performance of trading systems including quality and speed of trade execution and functionality; (3) range of products and services offered to customers, trading participants and listed companies; and (4) adoption of technological advancements. Competition on price across each of the Group’s product areas including, trade execution, post-trade services, market data, and technology continue, and is expected to persist. Should the Group be unable to adapt to continued changing market pressures, evolving customer demands, or is required to adapt its pricing structure, revenues and profit margins could decline. The success of the Group’s business depends on its ability to attract and maintain order flow, both in absolute terms and relative to other market centres, and the loss of order flow would negatively impact the Group’s sources of liquidity and its market position, which could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects. Intensifying competition among exchanges and private equity offers may have a negative impact on listing fees and future trading fees. 2 Risk Management & Control Structure 60 2022 UNIVERSAL REGISTRATION DOCUMENT Operational Risks Cyber Security Risk Risk Identification and Description Potential Impact on the Group Cyber resilience is a critical priority for the Group. The Group’s growth footprint and threat landscape in terms of employees, geographical, and business footprint increases the Group’s exposure to cybersecurity threats meaning that secure transmission of business information over public and other networks are critical elements to the Group’s operations. The volume of cyber-attacks have been increasing in general and, consequently, within the financial sector. As the Group expands, it accumulates, stores, and uses more business data which are protected by business contracts and regulated by various laws, including data protection, in the countries in which it operates. The Group expansion also leads to an enlarged global footprint, expanding the overall attack surface. The Group may be exposed to exploitation of its internet exposed applications by malicious actors, data leakage, including ransomware, unauthorized access or other security incidents including: ■Breaches at the level of third parties, including cloud computing services, to whom Euronext provides information and may not be fully diligent in safeguarding it. ■DDoS threats on internet exposed assets and applications of the Group. ■Attacks leveraging potentially unsecure internet connections for employees working remotely ■Advanced persistent threats from state sponsored or organised crime hacking groups with malicious intentions which may target the financial sector. ■Third-party software used by Euronext within its context and software solutions, which is available to the public and may be exposed to of unknown or undisclosed vulnerabilities (zero-days). ■Phishing attacks targeting Group employees ■Persons who circumvent deployed security measures that could wrongfully access the Group’s or its customers information, or cause interruptions or malfunctions in the Group’s operationsData protection regulations increases the risks associated with regulatory non-compliance in case there is an incident. The impact of a successful cybersecurity attack depends on the nature and scope of the attack , for example: ■Security breaches, leaks, loss or theft of sensitive, personal, strategic or confidential data, including data subject to protection laws, and other related security incidents could cause Euronext to incur reputational damage, regulatory sanctions, litigation and/or have an impact on its financial results. ■A successful cybersecurity attack on the Group’s IT systems may affect the confidentiality, availability or integrity of information. ■A cybersecurity attack may result in system operational failures due to vulnerability exploitation. ■Internet facing Systems may face downtime due to DDoS attack. The Group is committed to investment in maintaining and safeguarding its IT systems and information, with particular attention on external growing threats and threat actors (such as cybercriminals). However, malfunctions, significant disruption, loss or disclosure of sensitive data could disrupt the Group’s operations, result in significant reputational harm or have a material adverse effect on the Group’s business, results of operations, financial condition and prospects. Technology Risk Risk Identification and Description Potential Impact on the Group Technology is a key component of Euronext’s business strategy, and is crucial to the Company’s success. Euronext’s business depends on the security, performance and stability of complex computer and communications systems. The ability to expand system capacity and performance to handle increased demand or regulatory requirements is fundamental to Group operations. The Group's markets have experienced systems failures and delays in the past and could experience future systems failures and delays, impacting our members and clients and related trade executions. Such failures may arise for a wide variety of reasons including hardware and software malfunctions or defects, or complications experienced in connection with the operation of such systems, including system upgrades. The Group is currently undergoing significant technology transformation projects in line with the strategic plan. Projects include the migration of Borsa Italiana to the Optiq® trading platform, the European expansion of Euronext Clearing and CSD initiatives that are aimed to foster harmonisation. The magnitude of these transformations carry a risk. There is a risk that if the Group’s technology and/or information systems suffer from major or repeated failures, this could interrupt or disrupt the Group's operations or services. Euronext's future success will depend, in part, on continued innovation and investment in its trading and post-trade systems and related ability to respond to customer demands, understand and react to emerging industry standards and practices on a cost- effective and timely basis. Given the significance of ongoing integrations and projects, as well as the continuing need for effective change and integration management, to minimise disruptions, may have a negative cascading effect on strategic objectives. In general, should the Group’s technology not be properly managed, and system issues occur during operations, reputational damage and confidence in the Group maybe undermined, and may lead to customer claims, litigation and regulatory actions including investigations or fines. Risk Management & Control Structure 2022 UNIVERSAL REGISTRATION DOCUMENT 61 Third Party Risk Risk Identification and Description Potential Impact on the Group There is a risk that if one of the Group's third party services providers suffer from major or repeated failures, Group operations or services could be interrupted or disrupted. Technology Service Providers Since the migration of the Group primary data centre to Aruba's data centre located near Bergamo (Italy), from InterContinental Exchange's data centre in Basildon (UK) in mid-2022, Aruba has become a critical third party for the Group, with the move the Group internalised a number of data centre services while third parties offer complementary services thus the Group has decreased its dependencies on third parties. The Group continues to depend on Equinix who provides the secondary data centre. Euronext depends on Amazon Web Services (AWS) for select cloud services, notably for regulatory and external reporting. With respect security services the Group relies on Cap Gemini for services related to its Security Operations Centre to assisting the permanent monitoring of the Group's environments. Until the completed migration of Borsa Italiana Group entities off of London Stock Exchange Group (LSEG) systems, LSEG remains a critical third party for the Group. In particular, Borsa Italiana continues to depend on LSEG's technology environment until the completion of the migration. Clearing Service Providers and Settlement Partners Euronext relies on LCH S.A., the Paris based clearing house of LCH Group Ltd, which is majority owned by LSEG. LCH S.A. provides Central Counter Party (CCP) services for trades executed on the Company’s cash (excluding Borsa Italiana and Euronext Oslo and Dublin) and derivatives markets (excluding Borsa Italiana) and to manage related CCP functions such as risk, innovation and multilateral netting. LCH SA together with the Group's CCP provide clearing for the fixed instruments traded on MTS platform via the interoperability link established between these two CCPs. Euronext further relies on Cboe Clear Europe (EuroCCP) to provide CCP services for trades executed on the Company’s cash markets as an alternative CCP under the User Choice Model. For Oslo cash markets, Euronext Oslo relies on three interoperable CCPs: LCH Ltd, Cboe Clear Europe and Six X Clear, while the Oslo derivatives markets, relies on LCH S.A. Euronext Dublin relies on Cboe Clear Europe. The settlement of trades concluded on the Group's trading venues relies not only the Group''s own CSDs but also on third party CSDs, notably Euroclear group ("Euroclear") for the French, Belgian and Dutch cash equity markets. Technology Service Providers While Euronext actively manages its relationships with its key strategic technology suppliers, and includes framework Service Level Agreements to ensure services are guaranteed. Should a significant disruption occur, including a discontinuation of services or a service failure, the Group may experience significant disruption to its business and may be subject to, reputational damage litigation by its customers or increased regulatory scrutiny or regulatory fines. Clearing Service Providers and Settlement Partners To the extent that any of the external clearing, settlement and custodial entities on which Euronext markets rely for clearing and settlement services experience difficulties, materially change its business relationship with the Group, or are unable for any reason to perform its obligations, the Group may suffer negative impacts on its operations, business, reputation, and financial results. 2 Risk Management & Control Structure 62 2022 UNIVERSAL REGISTRATION DOCUMENT Operational Resilience Risk Identification and Description Potential Impact on the Group Business continuity a key objective of the Group’s Operational Resilience strategy, helps to address the Group’s ability to prevent, adapt, respond and recover from operational disruptions to minimise the impact on our customers and on the financial stability of capital markets. The escalation of the Russian invasion of Ukraine in early 2022 resulted in the sanctioning of Russian energy exports to Europe and creating increased energy tension in Europe. Tension and fears of shortages have resulted in high and volatile energy prices over 2022. National governments and the European Union have been working together to secure Europe’s energy supply however energy rationing and provisioning may occur and potentially leading to an organised partial disconnection(s) which may impact one or more of the Group’s sites, or those of its critical service providers. The severity and duration of these measures depend on the amount and duration of energy needs and Europe’s ability to secure them. Unforeseen events such as physical security and system security threats, epidemic or pandemic, or a major system breakdown, could impact the continuity of the Group’s services operation, reputation and its financial condition, cause financial detriment both internally and externally to the wider market. Should the energy crisis occur, it could impact the Group particularly on its critical services or any of its critical service providers of the Group including data centres, the Group may not be able to run its critical operations without disruption or diminished service which may negatively impact the reputation and financial results and of the Group. Employees Risk Risk Identification and Description Potential Impact on the Group People management is a key component of Euronext's business and ESG strategy, and is crucial to the Group's success. People risks could arise from a lack of critical skills, which could impact the ability for the Group to deliver its objectives. The ability to attract and retain key employees and critical skills is dependent on many factors including market conditions, internal talent development and compensation practices, and employee engagement initiatives. A people strategy to support the Group strategy and company purpose, a structured organisation and a diverse workforce are necessary to ensure people engagement and performance. An inability to attract skilled senior management and other key people at the right time and with the right skills could impact delivery of some projects and financial objectives at business line level. Employee turnover is not expected to impact the business or operational resilience of the Group. Regulatory and Liabilities Risk Risk Identification and Description Potential Impact on the Group Euronext operates in a highly regulated environment with multiple regulators which highlights a potential risk that one or more of the Group's entities may fail to comply with the regulatory or contractual requirements to which it is subject. Compliance risk may arise under laws and regulations relating to financial markets and services, insurance, tax, employee behaviour, misuse of information systems, technology, data and intellectual property of others, data privacy, market abuse, corruption, anti-money laundering, financial sanctions, foreign asset controls, and data privacy and foreign corrupt practices areas. In addition, potential liabilities may result from disputes terms of a securities trade and/or settlement, from claims that a system, or operational failure or delay caused monetary losses to a customer, as well as employment, competition matters and other commercial disputes. Euronext N.V. licenses rights to a number of trademarks, service marks, trade names, copyrights, applications (that also embed libraries or components subject to open source licenses), products, specific deliverables, software and databases, including those of third parties. The Group’s intellectual property could be misappropriated by third parties, and/or the Group may inadvertently infringe third party IP rights during its business activities., particularly as the Group is increasingly digitalised. Euronext could be exposed to significant fines or sanctions from relevant regulators, authorities or a court that announce adverse resolutions of any lawsuit or claim against Euronext Group as well, which could impose restrictions on how Euronext Group shall conduct its businesses and the ability to compete. This situation may expose the Group to significant reputational damage, consequences on the Group’ financial results, and the significant legal expenses in defending claims, even those without merit. Failure to protect intellectual property (including trademarks service marks, trade names and copyrights) adequately could harm the Group’s reputation and affect its ability to compete effectively, diminish the value of that intellectual property as an asset as well as diminishing potential revenues stemming from those rights. Further, defending the Group’s intellectual property rights may require significant financial and managerial resources. Risk Management & Control Structure 2022 UNIVERSAL REGISTRATION DOCUMENT 63 Financial Risks Credit risk Risk Identification and Description Potential Impact on the Group Non-Clearing The Group’s exposure to credit risk predominantly arises in the event of a counterparty default, from its operating activities, primarily trade receivables, its financing activities, and the investment in cash equivalents, short-term financial investments and derivatives contracts used for hedging purposes. The Group’s power market is potentially subject to credit risk should one of its members default with an amount in excess of the collateral provided outstanding. The power market has a credit risk towards its main banking partner with respect to the settlement of wholesale electricity transactions. Non-Clearing The Group may incur a loss that would impact its net income should one of the counterparties to which it is exposed defaults. Adverse changes in economic environment may increase loss allowance provisions which would negatively impact the net income of the Group. With respect to the Group’s power market, should a participant default beyond the collateral, the entity could incur losses. Clearing The Group’s CCP assumes the credit counterparty risk for all cleared transactions. The credit risk is thus the risk of a CCP member default i.e. that one of the parties to a cleared transaction defaults on their obligation; in this circumstance the CCP is obliged to honour the contract on the defaulter’s behalf and thus an unmatched risk position arises. The CCP may suffer a loss in the process of closing the positions of the defaulter if the market moves against them. The CCP is required to make available a proportion of its regulatory capital available (‘skin in the game’) to cover potential residual defaulting losses following the exhaustion of the defaulter’s resources (margins and default fund contribution) before allocating remaining losses to non-defaulting members’ default fund allocation. As of February 2023 the CCP will be required to implement the regulatory "second skin in the game" to comply with the CCP Recovery and Resolution Regulation. The CCP is also exposed to Credit Risk linked to treasury counterparties default as any other entity of the Group (see Credit Risk paragraph above) Credit risk related to CCP Investments are subject to the CCP Investment Policy which is aligned with EMIR regulation, and described under Market Risk in the “Clearing” subsection. The Group’s power market, is potentially subject to credit risk should one of its counterparties default with an amount in excess of the collateral provided outstanding. Clearing Should a default of a CCP clearing member not be manageable within the resources available, the CCP’s (and by extension the Group’s) reputation and financial resources may be adversely impacted. In case of usage of the CCP’s own resources (first and second ‘Skin in the Game’) during a default of a clearing member, the CCP must restore these capital reserves to continue to fulfil the regulatory requirements. If CCP reserves and/or capital surplus are not sufficient to replenish the skin in the game contributions, CCP shareholders would be asked to replenish them by contributing in a capital injection. The financial and reputational impact of CCP recapitalisation on the Group may be significant. 2 Risk Management & Control Structure 64 2022 UNIVERSAL REGISTRATION DOCUMENT Market Risk Risk Identification and Description Potential Impact on the Group Non-Clearing Market risk arises from changes in interest rates, foreign-exchange risk and other market prices. The Group is exposed to interest rate risk on both fixed-rate bond and floating rate financial assets and liabilities, including the fixed- rate bonds and the Revolving Credit Facility. The Group is exposed to foreign currency risk arising from the translation of assets and liabilities of subsidiaries with functional currencies other than the Euro. The Group is exposed to foreign exchange risk primarily in NOK, USD, DKK and GBP. Fluctuations may affect the Group’s profit margins and value of assets and liabilities in non-euro denominated currencies when translated into Euros. Please refer to Note 37 in the Notes to the Financial Statements for details on sensitivity analyses performed by Group Treasury. Non-Clearing Unfavourable movements in interest rates could negatively impact the net financial income of the Group by increasing the cost of borrowing, refinancing, or reducing interest income on cash investments. Fluctuations in non-Euro currencies particularly with respect to the NOK, USD and GBP may impact the income generated and the (regulatory) equity in these currencies when translated in euros in the Consolidated Financial Statements. Although the Group seeks to limit its exposure to market risks, it cannot eliminate them. As such, adverse changes in market conditions, on both interest rate and foreign currency fluctuations may negatively impact the net financial income of the Group. Clearing The CCP assumes the counterparty risk for all cleared transactions. This is a latent market risk as it only exists in the event of a clearing member default. In addition the risk is higher if market conditions are unfavourable at the time of default. Regarding the CCP Investment Risk, the Group’s CCP makes investments in high-quality liquid sovereign bonds. The successful operation of these investment activities is contingent on general market conditions and there is no guarantee that such investments may be exempt from market unexpected losses (that could materialise in case of default of a Sovereign Country, a number of Clearing members, or unfavourable interest rate movements). Clearing Should a default of a CCP clearing member not be manageable within the resources available, the CCP’s (and by extension the Group’s) reputation and financial resources may be adversely impacted. Unfavourable movements in interest rates could negatively impact the net financial income of the Group by reducing interest income. Liquidity Risk Risk Identification and Description Potential Impact on the Group Non-Clearing The Group would be exposed to a liquidity risk if its short-term liabilities become higher than its cash, cash equivalents, short-term financial investments and available bank facilities and in the case where the Group is not able to refinance this liquidity deficit, for example, through new banking lines. The Group’s power market is exposed to liquidity risk should there be a significant delay in receiving funds from a buy side member. Non-Clearing In the event that the Group fails to maintain a level of liquidity sufficient to cover its short term obligations, it will increase its default risk and potentially damage its creditworthiness and subsequently its reputation. Depending on the amount of the liquidity shortfall resulting from a delayed payment to the the Group’s power market’s, the Group may be asked fill liquidity gap in extreme circumstances. Clearing The Group’s CCP is exposed to the risk of incapacity to meet cash obligations towards its Clearing Members both in standard conditions and when managing a default. Clearing The Group’s CCP collects clearing members’ margin and default funds contributions in cash and/or in highly liquid securities. To maintain sufficient ongoing liquidity and immediate access to funds, the Group’s CCP deposits the cash received in highly liquid and secure investments, such as Central Bank accounts, sovereign bonds and reverse repos, as mandated under EMIR. In the event that the CCP fails to have sufficient liquidity to fund its obligations the CCP may have significant reputational and regulatory impacts which may further extend to the Group. Risk Management & Control Structure 2022 UNIVERSAL REGISTRATION DOCUMENT 65 Capital Requirement Risk Risk Identification and Description Potential Impact on the Group Euronext N.V. as well as certain local entities, operate under strict regulatory requirements, which may include the maintenance of minimum capital requirements. Management of regulatory capital is conducted in compliance with applicable regulation. Capital Requirements Regulation, MiFID II, Market Infrastructure Regulation (EMIR), CSDR, as well respectively applicable national requirements. There is a risk that Euronext N.V. or one of its regulated entities fails to comply with the applicable regulation and associated requirements for minimum capital held. In the event that Euronext N.V. or its regulated subsidiaries do not have sufficient regulatory capital, the Group or the relevant subsidiary's operating licences may be jeopardised, which would affect the Group’s capacity to operate its financial infrastructure, negatively impacting revenues, brand and reputation. 2.2Mitigation Measures The measures described in this section are presented to provide additional information on the Group’s efforts to seek to manage the likelihood, frequency, or impact of certain risks. Despite the measures noted, the Group’s efforts may not be successful in limiting or preventing these risks from materialising or may not achieve the intended benefits, therefore risks in Section 2.1 - Risk Factors remain material risks for the Group. Refer to Section 2.1 - Risk Factors for a discussion of the Risk Factors that may negatively impact the Group. Russia / Ukraine War Risk The Group has identified exposures to Russia in terms of business dealing, which are negligible, and is continuously monitoring sanctions to ensure compliance where appropriate. The Group has heightened cyber security and on-premise security monitoring to reduce the likelihood and impact of a successful attack. The Group has reinforced business continuity plans to ensure the fair and orderly operations of its markets and the whole of its business in light of evolving external environment. Strategic Risks Strategic Transformation Risk The Group closely monitors its transformation programs, which include formal frameworks that establish governance bodies to organize, implement and follow the integration of acquired entities. Governance instances are also developed horizontally across strategic projects to identify cross- dependencies, including delivery and internal and external readiness. Group knowledge and expertise is continually increasing as the Group gains capacity, competence and experience in integrating new companies into the Group and delivering synergies. Regulatory Evolution and Enhanced Regulatory Scrutiny Risk Euronext actively monitors all relevant European and national legislative and regulatory policy developments and engages in regular discussions with issuers and trading members, European and national policy-makers, and regulators to provide input and respond to developments and consultations attempting to ensure an acceptable impact on our markets. However, Euronext remains subject to all applicable regulations and directives signed into law whether they be detrimental to Euronext’s business or not and may translate into an additional regulatory burden for the Group or its entities. Global and Regional Economy Risk Euronext considers international institutions’ economic outlooks and analyst forecasts to assess the level of this risk. The Group has demonstrated the resilience of its business model (diverse asset classes, geographic regions and other sources of income). Competition on Capital Markets Risk Innovation in the equity sector and movements in the competitive landscape are closely monitored and actions are taken to protect market share and develop new offerings to attract trading. Euronext is focused on delivering the highest quality liquidity management with the aim of providing a deep pool of liquidity, best execution and a resilient market. The Group maintains, or improves its position by offering services, research and client engagement to respond to client needs. The Group challenges its peers on their market, in particular with for the listing of global companies and SMEs in the technology sector. The Group has established a sales presence building proximity in several European locations. The Group identifies unlisted companies to support meeting their ambitions (additional financing) and maintains targeted pre-IPO programmes to familiarise key executives with financing solutions of capital markets. Operational Risks Cybersecurity Risk The Group makes significant efforts to mitigate cybersecurity risks, whether from threat actors or vulnerabilities, from materialising by making targeted investments in people, processes, and technology. The Group has a specific cybersecurity strategy, roadmap, and a Group-wide established governance model supported by dedicated resources. The roadmap and strategy are challenged by internal audits, external auditors and regulators from all countries where Euronext operates regulated markets. Euronext implements a security strategy and best practices aligned and certified in recognised global standards (e.g. 2 Risk Management & Control Structure 66 2022 UNIVERSAL REGISTRATION DOCUMENT ISO9001, ISO 27001, NIST) and seek to ensure a high level of cybersecurity maturity. Despite the Group's efforts, cybersecurity threats continue to grow in sophistication and thus the risk cannot be eliminated. Technology Risk The performance and availability of the Group’s systems are reviewed continuously and monitored to prevent problems when possible and responding, in a timely and efficient manner, when problems do occur. Euronext continuously invests in the development of its technology in order to maintain and ensure best in class service and capacity. The Group has established governance instances to oversee multiple parallel IT programmes. This supports the objective of control of execution, proper resource allocation while maintaining system stability and continuity of service. Third Party Risk Technology Service Providers The Group seeks to identify and manage risks associated with third party supplier risk by partnering with reputable technology and services providers, via audits of the technology, backups and business continuity arrangements, as well as information on remediation plans should any of its providers experience service issues. The Aruba Data Centre is state-of-the-art tier 4 data centre which ensures redundancies to avoid outages. The Group has implemented an Outsourcing Policy and a Procurement Policy which ensure the due diligence and contract review of all service providers to ensure that contracts are robust. The With respect to the ongoing dependency on London Stock Exchange Group, all services provided are governed by an extensive set of agreements that outline the services, including performance of IT systems, duration and support from London Stock Exchange Group IT teams. Clearing Service Providers and Settlement Partners Euronext has contracts with each of its post-trade clearing providers that establish clear governance and service quality. Specifically, with LCH S.A. a long-term derivatives clearing contract has been signed between two entities and regular governance instances are established that maintains the relationship and ensures regular communication between the two entities. The derivatives clearing contract will be terminated following the migration of derivatives clearing to Euronext Clearing. Finally, the Group holds 11.1% stake in LCH SA help ensure a stable durable partnership. The Group has no direct contractual agreement with Euroclear and therefore does not benefit from contractual protections ensuring the reliability of services, however the Group is a shareholder (3.5% direct stake) of Euroclear S.A./ N.V. and is represented on its board of directors. Operational Resilience Risk The Group has process and controls in place to mitigate the impacts of unforeseen disruptions to our business activities. The Group launched an ongoing process to assess its operational resilience and capacity to operate critical activities in the face of potential energy outages across its locations. The Group has a strong group-wide business continuity policy and program, further reinforced since the Ukraine war, with strong governance instances in place. This policy includes risk-based scenarios that support the assessment of the risk profile of the Group and its subsidiaries. Since the start of the Ukrainian war, the Group has assessed its energy profile regularly. In parallel, the Group monitors national energy plans in the countries in which it operates, to understand the evolving national responses and adapt its plans as need, particularly where the Group is not considered part of the national critical infrastructure. The Group has confirmed power back up solutions and business continuity plans. All data centres and critical offices have adequate capacity to face short periods of power outages. Employees Risk The federal model and geographic footprint enable Euronext to diversify its talent pool and to allocate resources in areas with less competitive market conditions. It contributes to minimise impacts on business and operational resilience of the Group. Shared processes and HR systems have been deployed across locations to consolidate a common framework on talent acquisition, talent development, succession plans, performance management, compensation and career mobility. To mitigate risk, Euronext has set up shared Talent Develop practices across all locations, including recent acquisitions, in accordance with the strategic plan priorities. A Group training plan, including leadership programs, and local training actions are in place to develop competencies of core strategic skills. To help prevent a skill shortage, specifically in the information technology field, Euronext partners with engineering and IT schools to co-develop projects and improve its visibility as an attractive employer. Euronext has also developed an “Early Career” programme to recruit and train students and recent graduates with the latest technologies and critical skills. In 2023, the Group reinforced its ESG commitment internally and externally with initiatives to support its corporate purpose "Shaping capital markets for future generations", including Climate session, Society projects and the launch of a Diversity network across all locations. Health, sport, nutrition and work-life balance programs have been reinforced to support our employees. Please see section 3.4.3 - Our People for details regarding employee initiatives in place. Regulatory and Liabilities Risk In order to ensure that the Group remains compliant with all laws and regulations it has taken a range of proactive preventative measures. For example, the Regulatory and Government Affairs team of the Group monitors and informs the business about all relevant legislative developments, to ensure that business lines and operations are aware of all applicable rules and regulations. In addition, compliance policies and procedures are in place, regularly reviewed and supported by an annual training plan. The actions ensures Group entities and staff are compliant with applicable laws and regulations and uphold our corporate standards. The Euronext Code of Business Conduct and Ethics sets out the principles of behaviour required of all Company employees and is provided to all new joiners. In addition, conduct risk is primarily managed via a wide range of policies and procedures, applicable to employees, and is enforcing these through regular training and monitoring. Risk Management & Control Structure 2022 UNIVERSAL REGISTRATION DOCUMENT 67 Legal and compliance functions have been established at various locations to ensure coverage of all business lines, including throughout all stages of business projects to comply with local laws and regulations. Financial Risks Credit Risk Non-Clearing The Group's Treasury Investment Policy governs the credit risk requirements of counterparties (banks, financial institutions, funds) and their diversification to avoid a concentration of risk. Investments of cash and cash equivalents in bank current accounts and money market instruments, such as short-term fixed and floating rate interest deposits, are governed by a strict group Treasury Investment Policy aimed at reducing credit risk. The Group seeks to limit its exposure to credit risk by rigorously selecting the counterparties with whom it executes agreements. If needed, derivatives are negotiated with leading high-grade banks. The Group continuously monitors the credit ratings of its counterparties and reviews individual counterparty limits on a regular basis. Customers of the Group are typically leading highly rated financial institutions. Credit risk at the Group’s power market is reduced by the margin/collateral posted by members, which is intended to exceed their expected daily trading. The Group’s power market adjusts its risk model parameters to take into account high volatility and prices to ensure sufficient levels of collateral in case of a member default. In certain circumstances, trading could potentially exceed collateral posted, however the entity closely monitors all members to prevent outstanding trading amounts in excess of collateral capacity. Key banking relationship assessed and considered low risk given high credit rating and systemic importance. Clearing Risks associated with clearing activity are mitigated by a number of preventative controls and as well as measures that seek to reduce the impact should the risk materialise, the most important of which include: ■Strict CCP membership rules including supervisory capital and operational capability ■The maintenance of prudent levels of margin and default funds to cover exposures to participants. Members deposit margins are computed at least daily (including intraday calls), to cover the expected costs which the clearing service could incur in closing out open positions in a volatile market in the event of the member’s default. ■Regular ‘Fire Drills’ are carried out to test the operational soundness of the CCPs’ default management processes. Market Risk Non-clearing The Group entered into a swap strategy to hedge the interest rate risk related to the issuance of its €500 million April 2025 fixed-rate bond, to take advantage of the low interest environment. In April 2022, the Group exited its swap strategy following changes in the interest rate environment. The €750 million June 2029 and €1.8 billion (issued in three equal tranches to be repaid in May 2026, May 2031, May 2041) fixed-rate bonds are not hedged. The Group seeks to minimise capital erosion by making short term investments in high quality money market instruments. Foreign currency risk is reduced because the operating revenue and expenses in the various Group subsidiaries are generally denominated in the functional currency of each relevant subsidiary. The Group may use derivative instruments or foreign denominated debt to manage its net investment exposures. The Group is primarily exposed to major currencies, for which it is the Group’s policy not to hedge net investment exposures, cash flows paid or received at a currency different from the functional currency of the entity in question. While not typical, the Group may consider, on a case by case, hedging net investments and cash flows should circumstances dictate. Clearing Margins and default funds collected from Clearing Members are sized to protect against latent market risk. The adequacy of margins is daily (also intraday) monitored and adjusted. Daily stress test based on ‘extreme but plausible’ scenarios encapsulating not only historical crises, but theoretical scenarios ensure that the Default Funds are sufficient to cover the most exposed banking groups. The CCP is compliant with the appropriate regulatory requirements regarding margin calculations, capital and default rules. The CCP has a specific Investment Policy, compliant with EMIR Regulation. It defines the scope and the limits of potential investments to ensure that risk taking is limited and controlled. The Group’s CCP manages its exposure to credit and concentration risks arising from such investments by maintaining a diversified portfolio of high-quality liquid investments. The CCP monitors on an permanent basis, its portfolio and its compliance with the Investment Policy. Given the external environment, Euronext Clearing has adapted its strategy to risk-off to terminate any residual risk. Liquidity Risk Non-Clearing The Group’s policy is to maintain sufficient cash, cash equivalents and available bank facilities to enable the Group to repay its financial liabilities at all maturities, irrespective of incoming cash flows generated by operational activities. These assets are managed as a global treasury portfolio invested in non-speculative financial instruments, readily convertible to cash to ensure a high level of available liquidity. The Group’s power market has committed risk capital, committed and uncommitted credit lines, trading is covered by collateral posted by members via pledged accounts, on- demand bank guarantees and letters of credit. Additionally the settlement cycle provides a buffer between inflow and outflows that further underpins liquidity. These measures have been established to help ensure that the entity has sufficient liquidity should it be required. Clearing The Group's CCP has put in place regulatory compliant Liquidity Plan (regularly reviewed and shared with the CCP's regulators head of submission to the CCP’s Board for approval) for day-to-day liquidity management and controls, including contingencies for stressed conditions. The Group's CCP has multiple layers of defence against liquidity 2 Risk Management & Control Structure 68 2022 UNIVERSAL REGISTRATION DOCUMENT shortfalls including: minimum cash balances, access to contingent liquidity, and access to intraday central bank liquidity and secured and unsecured committed lines of credit. Capital Requirements Risk Euronext N.V. has a control and regulatory reporting framework with dedicated procedures aimed at ensuring the regular monitoring of the Capital Requirements for each of the regulated entities and that sufficient capital is constantly maintained within specific thresholds to meet the required levels under each of the regulations applicable to its subsidiaries. 2.3Control Framework A Common Risk Management and Internal Control Approach Euronext is dedicated to building the leading European market infrastructure and powering capital markets to finance the real economy, while delivering value to shareholders. In order to execute our ambitions Euronext is committed to preserving a balance between achieving our strategic ambitions and ensuring operational excellence. In order to achieve our ambitions and preserve favourable conditions for the Company to fulfil its mandate Euronext has adopted an Enterprise Risk Management (ERM) framework. Enterprise Risk Management framework is designed and operated to identify potential events that may affect the Company, assess risk to be within the defined guidelines, manage the risk through control mechanisms, and monitor the risk to understand the evolution. Euronext embeds the risk management philosophy into the Company culture, in order to make risk and opportunity management a regular and everyday process for employees. The Supervisory Board and Managing Board regard ERM as a key management process to steer Euronext, and enable management to effectively deal with risks and opportunities. Risk Management and Internal Control teams work closely to protect Group value, assets, and reputation. ERM Framework The objectives and principles for the ERM process are set forth in the Group’s ERM Policy. The ERM process is based on best practices regarding the Internal Control and Enterprise Risk Management. It employs a bottom-up and top-down process to enable better management and transparency of risks and opportunities. At the top, the Supervisory Board and Managing Board discuss major risks and opportunities, related risk responses and opportunity capture, as well as the status of the Group risk profile, including significant changes and planned improvements. The design of the Group risk management process seeks to ensure compliance with applicable laws and regulations with respect to internal control and risk management, addressing both subjects in parallel. ERM Framework Governance The ERM framework and governance is designed to allow the Managing Board and the Supervisory Board, as part of Euronext’s business model (see section 1.3.1), to identify and assess the Company’s principal risks to enable strong decision-making to execute Group strategy. Reporting is made and consolidated on a regular basis to support this process. The risk management framework further enables the Supervisory and Managing Boards to maintain and attest to the effectiveness of the systems of internal control and risk management as set out in the Dutch Corporate Governance Code. Governance Structure and related responsibilities for the ERM process are as follows: ■The Supervisory Board validates the risk appetite, reviews risk management and internal control systems, and assesses their effectiveness via the Risk Committee. ■The Managing Board is responsible for the suitable design and sustainable implementation of enterprise risk management (ERM) and internal control systems across the Group. ■By delegation, the Risk Committee of the Managing Board (‘Risk Committee of MB’ or ‘RCMB’) oversees that the RM Policy and the RM Framework is applied, discusses key risks and potential actions, and challenges the RM Process. It defines and applies the risk appetite of the Group. The RCMB is composed of a subsection of the Managing Board. ■Boards of subsidiaries,if constituted, ensure that the RM Policy and the RM Framework is appropriate to the specific circumstances of the entity and serves the governance and regulatory requirements of that entity. ■The Group’s Head of Risk and Compliance has primary responsibility for the ERM strategy, priorities, process design, culture development and related tools; the risk management organisation is structured cross-division, networked with risk owners on different organisation levels and drives a proactive risk management culture. ■The Group’s CFO has primary responsibility for the controls over financial reporting and regulatory capital requirements. ■The Group’s CISO has primary responsibility for the controls over cyber and information security. ■The senior management of the Company assume responsibility for the operation and monitoring of the ERM system in their respective areas of responsibility, including appropriate responses to reduce the probability and impact of risk exposures and increase the probability and impact of opportunities. Risk Management & Control Structure 2022 UNIVERSAL REGISTRATION DOCUMENT 69 External Auditors Regulators Supervisory Board Approves strategic objectives and validates the risk appetite Reviews Euronext's risk management and internal control systems Assess these systems' effectiveness via its Risk and Audit Committees Managing Board Oversees the suitable design and sustainable implementation of Enterprise Management Management (ERM) and internal control systems across the Group Defines and allocates risk appetite across the Group Dedicated governance of risk management Three Lines of Defence Model 1st LINE OF DEFENCE 2nd LINE OF DEFENCE 3rd LINE OF DEFENCE Business & Operations Management Risk Management, Internal Control, Compliance, Specialist functions Internal Audit Identifies and manages risks in its scope and responsibility Maintains effective day-to-day control Develop and promotes the ERM framework supporting management in the identifications, assessment, management, monitoring and reporting of risks Facilitates consistent and period reviews of the design and implementation of internal control systems Provides independent assurance of the effectiveness of the risk management and internal control frameworks, design of the controls, and activities in the Group Euronext’s internal risk management and control is a process executed by the Managing Board, management and other employee stakeholders. It is designed to provide reasonable assurance regarding the achievement of objectives in the following categories: ■effectiveness and efficiency of operations; ■reliability of financial and non-financial information; ■compliance with laws, regulations and internal policies; ■safeguarding of assets, and identification and management of liabilities; and ■strategic and business objectives. No major failings were identified over the course of 2022 in the Risk and Internal Control Programmes. As Euronext evolves its internal control programme and related oversight, it will continue to challenge the first line controls and ensure the second level plan is risk based and adapted to oversee the processes. Euronext’s first and second lines of defence perform their roles in risk assessment and reporting on risk management and control systems. The concluding results are reported in Group Risk Profile and discussed regularly at Managing Board meetings and with the Supervisory Board via the Risk Committee of the Supervisory Board. Internal Audit, as the third line of defence, evaluates the design and effectiveness of Euronext’s governance, as well as its risk management and control systems. Audit reports are discussed with risk and process owners. The Head of Internal Audit attends Managing Board meetings on a regular basis to discuss its findings and recommendations. 2.3.1.FIRST LINE OF DEFENCE The First Line of Defence, represented by the department risk owner is accountable and has the authority to manage risk. The first line identifies, notifies, assesses, and manages/mitigates risks within their relevant scope in coordination with the Second Line of Defence. Furthermore, the First Line of Defence cascades the risk appetite throughout their scope, monitors risk and validates risk- related information. The first line is accountable for maintaining accurate information regarding the action plans related to identified risks. The progress and effectiveness of action plans (as well as the implemented risk mitigation measures) is monitored by the relevant risk owners and, regularly or upon request by the second line of defence. 2.3.2 SECOND LINE OF DEFENCE The Second Line of Defence, represented by the Risk Management and Internal Control Teams develops the risk management policy, including framework and processes, and supports consistent application across the Group. The Risk Management Team coordinates the risk management activities across the group, and reports to relevant (see governance above) risks that exceed stated risk appetite levels (see section 2.3.2.1 for details on Risk Appetite). The Risk Management team is tasked with challenging the first 2 Risk Management & Control Structure 70 2022 UNIVERSAL REGISTRATION DOCUMENT line risk owners on risks and related mitigation measures and action plans and recommendations. Risk management further coordinates risk information from other specialist risk and control functions as necessary. 2.3.2.1 Risk Appetite At a Group level, Risk Appetite is the type and amount of risk, on a broad level, Euronext is willing to accept to achieve its strategic objectives. Developing the Risk Appetite Statements is an exercise in striking a balance between risk and opportunity. Risk Appetite is set for both risks related to daily business as usual operations and specific business initiatives. Risk Appetite sets the basis for the requirements for monitoring and reporting on risk. Risk appetite is considered at an operational level and strategic level with quantitative and qualitative components and cascaded into business lines and legal entities. These components are used during the assessment process to develop the residual risks and support risks escalated to the Managing Board and Supervisory Board. Overview of Principal Risk Categories and Corresponding Risk Appetite: Strategic Risks Operational Risks Financial Risks Risks associated with the quality of Group strategy, creation, and implementation. Risks associated with reputation and stakeholder confidence. Risk of loss resulting from inadequate or failed internal processes, people, and systems or from external events including security. Risk of loss an organisation faces when it fails to act in accordance with industry laws and regulations, internal policies or prescribed best practices. Risk of loss an organisation faces when it fails to act in accordance with industry laws and regulations, internal policies or prescribed best practices. The risk of financial failure, loss of earnings due lack of liquidity, funding or capital, CCP related risk and/or the risk of improper reporting and disclosure of financial information. Risk appetite is defined as the level and nature of risk the business is willing to accept in achieving its strategic objectives. Euronext’s overall risk appetite is defined by the Managing Board and approved by the Supervisory Board as part of setting and implementing strategic and operational objectives. Moving the Group forward requires taking calculated risk in pursuit of rewards while securing its core business, its reputation and regulatory development including environment, social and governance subjects. The Group aims to ensure revenue aligns with the Budget Plan in expected economic conditions. The Group ensures core services are provided to the market and its clients. Euronext has no appetite for a material compromise of the security or availability of our information and financial assets under its control or failing to meet legal and regulatory requirements or for its employees to fail to comply with internal Group policies. The Group aims to design, execute and maintain processes that are efficient and effective while avoiding significant adverse impacts on environmental, social and governance (ESG) factors. Operational investments are prioritised in line with the degree of tolerance accepted. Strategic initiatives may introduce increased risk for a certain period of time. The Group will take some financial risk in alignment with the strategic objectives of the business within the limit of maintaining its investment grade profile. The Group has no appetite for regulated entities to fail to meet regulatory capital requirements and will maintain targeted liquidity headroom at all times. For material risks related to the above categories please refer to section 2.1. 2.3.2.2 Risk Management Process Risk Identification involves the identification of threats to the Company as well as causes of loss and potential disruptions. Risks are composed of the following categories: ■Strategic: the effect of uncertainty on Euronext’s strategic and business aims and objectives; risk of missed opportunities due to the method of execution decisions, inadequate resource allocation or failure to respond to changes in business development; ■Operational: the risk of loss or inefficiency resulting from inadequate or failed internal processes, people and systems, or from external events; key programmes or projects are not delivered effectively; the risk of legal or regulatory sanctions, material financial loss, or loss of reputation which Euronext could suffer as a result of its failure to comply with laws, risk of loss of an organisation when it fails to act in accordance with applicable laws and regulations, internal policies or prescribed best practices. ■Financial: the risk of loss inherent in financing method which may impair the ability to provide adequate return; that cash flow will not be adequate to meet financial obligations. Risk Management & Control Structure 2022 UNIVERSAL REGISTRATION DOCUMENT 71 As part of risk identification, Euronext considers environmental, social and governance (“ESG”) risks. The approach to ESG risk is based on double materiality as defined by the European Commission, meaning that risks are considered from two perspectives: inside-out risk, or the impact of the Group and its related activities on ESG, and outside-in risk, how ESG issues may impact the Group or it's activities. While the Group currently has not identified any material core business ESG risk exposures, risks with an identified ESG dimension are risks that have been identified and categorised by the Group’s ERM taxonomy. The Group has worked over 2022 to develop and integrate an ESG into the Group ERM framework, to avoid parallel processes, rather creating complementary understanding. 2023 will be about the continued maturity of the approach and awareness raising. The Group has linked risks with an ESG component to the five impact areas defined in the Group’s sustainability report (chapter 3 of this document, Euronext, a Sustainable Exchange”) and identified by the Group’s ESG materiality matrix. Risk Assessment is made in the potential event of a developing risk or following an incident. It aims to assess the risk qualitatively and quantitatively where possible, using supporting information such as performance indicators. This assessment, defining the residual risk level, takes into account mitigation measures currently in place such as controls, business continuity measures or insurance policies. The overall Risk Assessment phase is carried out by the risk management team in conjunction with Risk Coordinators based on data and information produced by and collected via periodic and ad hoc reporting or upon request of the risk management team. Assessments are discussed with the relevant teams. Mitigation measures for each risk are identified, evaluated, and the residual risk is assessed and reported. Risk Response determines and implements the most appropriate treatment of identified risks. It encompasses the following: treat, tolerate, transfer and terminate, typically risks out of appetite are treated. Organisational units and employees perform risk management and implement mitigating actions as required by the risk appetite and escalation process. Residual risks may remain material after management process is applied (see section 2.1 - Risk Factors). Risk Reporting – The Supervisory and Managing Boards and Risk Committee of the Managing Board, comprised of senior managers, are informed in a timely and consistent manner about material risks, whether existing or potential, and their related management measures to take appropriate action. Reports are issued to the above mentioned boards and committee on a regular basis. Ad hoc reports may be issued when a new risk or the development of an existing risk warrants escalation. 2 Risk Management & Control Structure 72 2022 UNIVERSAL REGISTRATION DOCUMENT 2.3.2.4 ERM Programme Development Euronext continues to drive improvements to its risk management process and the quality of risk information generation, while at the same time maintaining a simple and practical approach. The roadmap for 2022 for the ERM evolution included 3 key elements: ■embedding culture of risk management: risk appetite discussions at group level and continued cascading process to legal entities and businesses, ongoing training at various levels of the organisation; ■involvement in key initiatives related to Borsa Italiana Group integration including developments for the Borsa Italiana Migration to the Optiq® trading platform, Core Data Centre migration, European expansion of Euronext Clearing and other internal development programmes; ■reporting/operation: ongoing risk appetite evolution, risk tool maturity, further alignment of risk management and internal control approach for addressing risk and identifying controls. The 2023 roadmap will continue with the topics above notably with the first deliveries of the strategic projects and the ongoing maturity of the risk tool and process. The risk management team will continue to work with the Group ESG team to mature and embed an approach to analyse the Group performance and specific ESG risks that could translate into reputational, environmental and social impacts and work to include analysis of these into the group processes. Euronext seeks to continuously evaluate and improve the operating effectiveness of the ERM process. 2.3.2.3 Business Continuity Management A component of efficient risk management is understanding that the identification of each risk that may be faced is an insurmountable task, thus business continuity arrangements are necessary to respond to unforeseen events as quickly as possible, in the event of any disruption to the working environment. Effective Business Continuity Management is vital in protecting and underpinning the reputation, efficiency, resilience and competitiveness of the Company, as well as the Company’s stakeholders. Business Continuity at Euronext is supported by the Business Continuity Steering Committee and validated by the Risk Committee of the Managing Board. The BC Steering Committee's role is to approve the Business Continuity and Crisis Management policies and procedures and to provide guidance to the BCM roadmap. The Business Continuity framework and its implementation at Euronext is based on internationally recognised business continuity principles including those developed the International Organization for Standardization (ISO) and the Business Continuity Institute (BCI). 2.3.2.5 Internal Control Euronext has established a framework of internal control across its business areas and functions. This framework is based on ethical principles, established procedures and training of the key personnel responsible for implementation and oversight. Controls are performed at a first level in the businesses and at the second level by specialised teams, notably in Internal Control and Compliance departments. In accordance with professional standards governing this activity, internal audit independently assess the effectiveness of internal control and risk management procedures. Starting at the end of 2021, the Group has been in the process of reviewing its internal control framework with an objective of improved integration with the risk management process and alignment with recognised standards such as COSO. The ongoing review is holistic with an initial scope covering the core-market businesses, IT and associated support functions. The outcome of this initiative will be an updated control framework including control inventories with detailed control descriptions, annual second line control plans and reporting. Internal control works closely with the Risk Management team to ensure that risks which have to be treated are covered by mitigation measures, action plans, and /or controls. 2.3.2.6 Corporate Compliance Euronext is strongly committed to conducting its business with integrity, excellence and responsibility and to adhering to high standards of ethical conduct. Euronext’s culture promotes accountability, responsibility, an open culture of dialogue, and is bolstered by the Corporate Compliance department. The role of Corporate Compliance is to establish and maintain a first class compliance culture within the Company and to ensure that Euronext’s business approach is in line with the highest ethical standards. The Corporate Compliance department supports Euronext and its employees in complying with applicable laws and regulations and promotes ethical standards in accordance with excellent Corporate Governance. Corporate Compliance raises awareness among employees by articulating the responsibilities of the Company and its employees through policies and training, the monitoring of those policies, and serving as a point of contact for compliance matters for employees. Compliance with applicable rules, regulations, and ethical principles is key to Euronext’s success and it is the obligation of every employee to support this effort. Euronext’s Code of Business Conduct and Ethics sets and reaffirms Euronext’s high standards of ethical conduct and reinforces its business ethics, policies, and procedures. All board members (Managing Board, Supervisory Board and any other board) and all employees including consultants, contractors and temporary employees are required to be compliant with the Code. The Code of Business Conduct and Ethics, which is supplemented by nine corporate compliance policies, governs, without exception, all business activities of the Company. The Code of Business Conduct and Ethics is available on the Euronext website. The effectiveness of the Code of Business Conduct and Ethics is ensured by the availability of the Code as well as the compliance policies at all times on the Company intranet, in addition to general training and awareness sessions and communication targeting all Company employees as well as targeted training for employees in sensitive roles that require additional awareness and training. The Code of Business Conduct and Ethics is also supported by a confidential reporting system that enables employees to report, in an anonymised manner should they Risk Management & Control Structure 2022 UNIVERSAL REGISTRATION DOCUMENT 73 choose, alleged breaches of a general, operational and financial nature. The Euronext Whistleblower policy and procedure ensure that reporting employees, in good faith, are free to do so without fear of retaliation in accordance with the laws in the countries where Euronext operates. The Company protects anyone who reports an alleged breach of laws or Company policies in good faith, and ensures that they shall, in no way, be put at a disadvantage by the Company as a result of the report. The Corporate Compliance policies that supplement the Code of Business Conduct and Ethics cover the prevention of money laundering, sanction violations, corruption and fraud, managing conflict of interest, confidential and inside information and personal trading (please refer to section 3 of this Universal Registration Document for additional details on the Corporate Compliance policies). Euronext maintains a high level of awareness of the risk of internal fraud. Numerous controls to mitigate this risk are embedded in 1st and 2nd line procedures, for example, controls to detect unauthorized access to internal systems by staff. In addition, awareness is maintained through internal training on compliance and fraud-related subjects for all employees. Governance is provided by an anti-fraud framework and anti-fraud policy, which are periodically reviewed. Reporting mechanisms are available to staff to ensure that signals are referred to the relevant department for follow up. Further, guidelines and procedures ensure that the risk of anti-money laundering and sanctions, bribery, fraud and conflicts of interest concerns are managed and that business is always conducted in a fair manner. Staff training and awareness sessions are conducted regularly in all Company locations to promote compliance and ethical standards. Finally, given the dual positions of Euronext as a market operator and a listed issuer on the Euronext markets, the Compliance department has imposed strict personal dealing rules and a conflicts of interest procedure to ensure that neither the staff nor the Company itself could take undue benefits from this situation. Compliance processes are established as follows: Dialogue with business Risk mitigation through policies and procedures Staff training and awareness Monitoring of policies and procedures More information on Euronext’s commitment to Ethics are provided in Chapter 3 of this Universal Registration Document 2.3.2.7 Data Protection In addition to the Corporate Compliance department the Group has an independent Data Protection department that works closely with Compliance to ensure that data privacy and compliance with General Data Protection Regulation (GDPR) is maintained. New arrivals must complete GDPR training upon arrival, in addition all employees undergo mandatory annual GDPR training. Those with roles that handle personal data, may undergo specified training. Processes that handle personal data are reviewed by the Group DPO at the starting phase of each new project and then reviewed regularly once implemented to ensure continuos compliance with the Group’s data privacy obligations. Further information and details on Euronext’s commitment to GDPR are provided in Section 3 Euronext, A Sustainable Exchange, of this Universal Registration Document. 2.3.2. Head of Risk and Compliance The Head of Risk and Compliance is appointed by the Managing Board, reports to the Chief Executive Officer and has a line of communication to the Risk Committee of the Supervisory Board. This reporting structure provides the necessary independence of the Risk and Compliance department activities. Risk and Compliance Officers are located in countries where Euronext conducts its activities and are supported as necessary by local legal staff in order to benefit from the local expertise and knowledge of the local business and environment. 2.3.2THIRD LINE OF DEFENCE Euronext’s governance includes an Internal Audit department (IA) that acts as the third line of defence in Group’s Internal Control Framework. In accordance with the Institute of Internal Audit (IIA), Internal Audit provides an independent and objective assurance on the organisation’s governance, risk management and internal control as well as operational robustness of processes that is guided by a philosophy of adding value to improve the operations of the Euronext Group. The objectivity and organisational independence of the Internal Audit function is achieved through the Head of Internal Audit not performing operational management functions and reporting directly to the Chairman of the Audit Committee and a dotted reporting line to the CEO. In addition, the IA assists the Group in accomplishing its objectives by bringing a systematic and disciplined approach to evaluate and improve the effectiveness of the organization's governance, risk management, internal control. It has a risk-based approach with a specific attention on regulations, regulatory requirements as well as any specific applicable local laws and regulations. Internal Audit scope is to cover the entire Euronext group, which naturally includes all recent acquisitions and notably Borsa Italian Group. Its activity are governed by adherence to: ■The Institute of Internal Auditors' mandatory guidance including the Definition of Internal Auditing and the Core Principles ; ■The Code of Ethics; 2 Risk Management & Control Structure 74 2022 UNIVERSAL REGISTRATION DOCUMENT ■The International Standards for the Professional Practice of Internal Auditing (Standards); and ■The Definition of Internal Auditing:“Internal auditing is an independent, objective assurance and consulting activity designed to add value and improve an organization's operations. It helps an organization accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes”. This mandatory guidance constitutes principles of the fundamental requirements for the professional practice of internal auditing and for evaluating the effectiveness of the internal audit activity's performance. The Institute of Internal Auditors' Practice Advisories, Practice Guides, and Position Papers will also be adhered to as applicable to guide operations. The IA is diverse and inclusive, in line with Euronext’s principles, composed of 12 auditors, with various background, origin, nationality, ethnicity, age, gender etc. and with both business and IT expertise allowing to cover all Internal Audit assignments. The team is located in Paris, Milan, Copenhagen and Oslo and performs audit assignments covering the entire Euronext Group. When/If necessary, the Internal Audit department can be supported by external firms. In 2022, Internal Audit completed 50 assignments on various domains, including information technology, cybersecurity, ESG, business entities and support functions. In 2022, the Audit Universe was also fully reviewed, revised and constructed based on the new Euronext organization. It was optimized passing from 505 to 166 audit entities and harmonized across the group. It is mirroring the federal model and matrix organization and it is reflecting the integration status of the different activities. In addition, it is complemented by a thematic based audit entities on transversal topics. The 2022 Risk Assessment exercise was performed based on this new Audit Universe, providing a common global Audit Plan for 2023 with audit missions covering transversal topics for the entire group, audit missions covering a group of entities, and other audit missions on specific topic of a specific entity either due to a local regulation or to a specific identified local risk that requires internal audit attention. Furthermore, Internal Audit has developed an Internal Audit Strategy in line with Euronext’s Group growth that considers global trends, industry benchmarks and emerging risks such as ESG that could impact the organization. The objective of the IA strategy is to take into consideration key topics for the 2023 Audit plan in order to align with the goals and expectations of the organization’s Senior Management. Finally, in line with the transformation and digitalisation of the Group, the Internal Audit continues its efforts to deploy an Internal Audit Tool for its assignments and recommendation follow-up as well as to improve the use of data analysis methods as part of the execution of the audit assignments. Internal Audit has also launched an in-depth review of its audit procedures to ensure that they are in continuous improvement and updated in line with regulatory changes and to ensure greater consistency across the Group. Risk Management & Control Structure 2022 UNIVERSAL REGISTRATION DOCUMENT 75 This page has been intentionally left blank 3 Empower Sustainable Finance 76 2022 UNIVERSAL REGISTRATION DOCUMENT 3 3.1 Value Creation by Euronext 3.5 Summary of ESG KPIs Appendix - ESG section 3.2 ESG Governance 3.3 Relevant Standards 3.4 Euronext's five ESG impact areas and the Sustainable Development Goals 3.4.1 Our Markets 3.4.2 Our Partners 3.4.3 Our People 3.4.4 Our Society 3.4.5 Our Environment Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 77 3EMPOWER SUSTAINABLE FINANCE 3.1Value Creation by Euronext The purpose of every responsible company is to create sustainable value for shareholders and stakeholders. The Euronext Value creation model has been developed according to the International Integrated Reporting (IIRC) Framework. It shows how the company uses the resources, capabilities and expertise at its disposal to create value. The model transforms the different capital inputs into value outputs and impacts that over the short, medium and long- term create value for the company, its stakeholders and the society at large. Euronext’s inputs are financial, intellectual, human, social and natural. With those inputs Euronext brings value for its different stakeholders by connecting local economies to global markets, accelerating innovation and sustainable growth. Euronext gives companies access to capital either through IPOs, through increases of capital or through the debt route. It allows investors to get returns either by way of capital appreciation (growth) or timely income (dividends). It facilitates not only domestic investments but also brings in foreign money which is used for further development and growth. It also promotes an environment that encourages collaborative work, learning and innovation for all its employees. In a more long term approach, Euronext has linked its business model with the globally agreed Sustainable Development Goals (SDGs) on which its impact is the most important. Long term value for all our stakeholders: Euronext Ambition, Purpose and Mission The world is facing significant challenges in ensuring a sustainable future for our people and our planet. The finance sector is an important contributor to the global sustainability agenda and should promote sustainable finance, by incorporating environmental, social and governance (ESG) factors into investment decision-making, and by supporting the allocation of capital to sustainable initiatives. Every organisation has to play its particular role in the transition to a sustainable society, depending on its impact and its opportunities. With a special position in the financial ecosystem, Euronext connects European economies to global capital markets, to accelerate innovation and sustainable growth with the ambition to build the leading 3 Empower Sustainable Finance 78 2022 UNIVERSAL REGISTRATION DOCUMENT market infrastructure in Europe and the purpose to shape capital markets for future generations. ■Our Ambition: Build the leading market infrastructure in Europe ■Our Purpose: Shape capital markets for future generations ■Our Mission: Connect European economies to global capital markets, to accelerate innovation and sustainable growth The strategic plan “Growth for Impact 2024” is built on Euronext’s strong focus on ESG and the priority is to empower sustainable finance through an ambitious 1.5° climate commitment for Euronext that aims to make a tangible impact on its partners and clients, and an enhanced inclusive people strategy. The sustainability strategy focuses on accelerating climate action both in the Euronext operations and through the role it plays in empowering sustainable finance across all its markets. Euronext follows its mission by: ■driving investment in innovative, sustainable products and services through secure and transparent markets, in continuous collaboration with the financial community; ■inspiring and promoting sustainable tangible practices within the company and towards our communities, by respecting and developing our people and by supporting our ecosystem. Stakeholder expectations and materiality analysis As a first step towards the creation of its ESG strategy, Euronext realised a stakeholder consultation to identify the ESG related issues that its stakeholders believe should be its main areas of attention and effort. Euronext received feedback through workshops and interviews from a wide selection of its stakeholders, especially investors, analysts and issuers, but also employees and regulators, providing valuable insights. On the basis of those results Euronext performed a materiality analysis, defining eleven key issues where Euronext can have the most impact, and that most influence the stakeholders decision-making, which were grouped into 5 material impact areas, consistent with the Euronext dual ESG ambition. The stakeholders were invited to prioritise the eleven key issues – labelled under the five material impact areas – and the results are reflected in the chart below. Specific KPIs have also been defined for each impact area, details of which are set out in the sections below, with a summary in section 3.5 - Summary of ESG KPI. In 2023, Euronext will launch a new stakeholder engagement in order to make sure that Euronext’s strategy is continually meeting stakeholder's interest and upcoming legislation. The materiality matrix will be adopted accordingly. Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 79 Key Issues Material Impact Area Drivers of the Mission Fit for 1.5° KPI ■Organise a trusted, fair, transparent and efficient market, thereby enhancing access to capital ■Promote and develop sustainable and innovative products and services with environmental (green and blue) or social added value Our Markets Driving investment in innovative, sustainable products and services through secure and transparent markets, in continuous collaboration with the financial community Develop capital market solutions for a carbon neutral European economy ■Number of incidents reported to the College of regulators ■Number of operational alerts treated internally by EMS ■Availability of the trading platform ■Percentage of ESG Revenues ■Be the spokesperson of the sector and foster “Issuer-Investor” dialogue ■Maintain an ongoing dialogue with multi- stakeholder partnerships ■Educate our partners on financial literacy and regulations Our Partners ■Number of suppliers having signed the Code of conduct ■Client satisfaction (NPS) ■Develop skills and retain talents in an open culture of dialogue ■Promote diversity ■Respect human rights and local labor laws Our People Inspiring and promoting sustainable tangible practices within the company and towards our communities, by respecting and developing our people and by supporting our ecosystem. Implement a forward- looking and outcome- based approach across all its impact areas, including human capital, community investment and governance issues that are material to its industry with a view to improving its overall ESG ratings relative to peers ■Diversity at the Senior Leadership Team ■Act ethically, with integrity and the highest standards in terms of good governance ■Educate and engage with our local Community Our Society ■GDPR training employees ■Personal data breaches ■Use of the Whistleblowing process Reduce our own carbon footprint and contribute to the protection of the environment Our Environment Commit to setting science-based quantitative climate targets by signing the “Business Ambition for 1.5°C” ■Carbon emission 3 Empower Sustainable Finance 80 2022 UNIVERSAL REGISTRATION DOCUMENT Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 81 3.2ESG Governance The Managing Board and the Supervisory Board have fully endorsed ESG as core of the "Growth for Impact 2024" strategic plan of Euronext. With the help of a newly appointed Group Head of ESG, the General Counsel, part of the Group’s Extended Managing Board, is in charge of coordinating ESG at the Group level, making sure that all relevant departments integrate the ESG objectives into their missions. The General Counsel ensures that ESG initiatives, impacts and challenges are high on the agenda of the Group’s Managing Board and Supervisory Board, and that the company reports on ESG related topics in a transparent way. In 2022, members of the Supervisory Board have been regularly trained to ESG topics to make sure they understand and embrace the new challenges as well as the consequences of the ongoing climate crisis. A dedicated governance, structured around the five material impact areas described above and headed by the Group Head of ESG, ensures suitable coverage of all priority topics. Moreover, a dedicated project governance has been put in place for the carbon reduction project to mobilize all the internal actors and facilitate the implementation of an integrated approach to ensure that the carbon reduction targets are reached. Finally, all ESG initiatives are captured by the Transformation Office, which monitors the progress of the whole strategic plan of the Group, reports regularly on these progresses to the Managing Board and the Supervisory Board and, in this context, has regular update meetings with the Group Head of ESG. All significant new ESG related projects are submitted for approval to the Managing Board. For more information on the role of the Supervisory Board and the Managing Board, please refer to sections 4.2.2 - Supervisory Board and 4.2.3 - Managing Board of this Universal Registration Document. 3.3Relevant standards and ratings Scope Unless specified otherwise in section 3.5., Euronext aims to include all the entities that are in the scope for financial information in this chapter. Ratings Considering the importance of ESG in its strategy and in order to measure its performance, Euronext is following carefully its ESG Ratings. Here is the status of current selected ratings of the group compared to 2020 and 2021: Rating Agency Scale 2020 2021 2022 MSCI From AAA (top) to CCC A A A S&P Out of 100 (top) 41 47 49 CDP From A (top) to F N/A D D Vigeo Eiris Out of 100 (top) 48 49 52 ISS From A+ (top) to D- 0 C- C- Sustainalytics From 0 (top) to 40+ 17.7 15.3 18.7 Reasonable assurance Review and external reasonable assurance by an independent auditor In addition to the audit on financial statements, Ernst & Young Accountants LLP has reviewed certain non-financial information in section 3.5. of the Universal Registration document with a limited level of assurance in accordance with the Dutch law, including the Dutch Standard 3000A ‘’Assurance-opdrachten anders dan opdrachten tot controle of beoordeling van historische financiële informatie (attest- opdrachten)’’ (Assurance engagements other than audits or reviews of historical financial information (attestation engagements)). EY’s assurance report can be found in section 9.3 - Assurance Report of the of the independent auditor on selected non-financial information of this Universal Registration Document. European Directive 2014/95/EU dated 22 October 2014 A 2022 reference table with the European directive is available in the investor relations section on the Euronext website (www.euronext.com). 3 Empower Sustainable Finance 82 2022 UNIVERSAL REGISTRATION DOCUMENT UN Global Compact Euronext is signatory to the UN Global Contact since 2020 and has provided its Communication on progress as requested on the 10 May 2022. GRI Standards This report has been prepared in accordance with the Global Reporting Initiative (GRI). A 2022 GRI Index is available in the investor relations section of the Euronext website. The SASB Standards The SASB Standards require stock exchanges to be transparent on a number of information including the number of significant market disruptions and duration of downtime and a description of the alert policy regarding timing and nature of public release of information. Moreover, they request to describe the policy to encourage or require listed companies to publicly disclose ESG information and to report on number of data breaches, the percentage involving personally identifiable information (PII), and the number of customers affected. The SASB logo will be displayed in this document when the information complies with the SASB Standards for the Security & Commodity Exchanges industry. Task Force on Climate-related Financial Disclosures (“TCFD”) A 2022 TCFD Report Index is available on the Euronext website. Sustainable development Goals Euronext has identified 8 Sustainable Development Goals (SDGs) that are the most relevant per impact area: Dutch transparency Benchmark As a Dutch listed company, Euronext follows the criteria of the bi-annual Dutch Transparency Benchmark. The company improved its overall score from 27 in 2017, to 59 in 2021. EU Taxonomy disclosure The EU Taxonomy Regulation is intended to serve as a standardised and mandatory classification system to determine which economic activities are considered as ‘environmentally sustainable’. The EU published a catalogue of sustainable activities for two of the six environmental objectives: ■climate change mitigation ■climate change adaptation The technical screening criteria determine the conditions under which an economic activity qualifies as contributing substantially to one of the two environmental objectives and determine whether that economic activity causes no significant harm to any of the other environmental objectives and compliance with minimum safeguards. Article 8 of the EU Taxonomy1, requires certain companies should include in their consolidated non-financial statement information on how and to what extent their activities are eligible and aligned with economic activities that qualify as environmentally sustainable this Regulation, in particular, (a) the proportion of their turnover derived from products or services associated with economic activities that qualify as environmentally sustainable; and (b) the proportion of their capital expenditure and the proportion of their operating expenditure. Based on our review of the Delegated acts2 related to climate change mitigation and climate change adaptation, Euronext concluded that, for 2022, and in line with 2021, Euronext does not provide any products nor services that fall under the scope of those delegated acts as indicated in the chart below and therefore there is no eligible turnover and additionally that no operating expenditure (OpEx) falls within the scope of the delegated act. Euronext identified material capital expenditures (CapEx) that are eligible and/or aligned with the delegated act as described in the table below, compared to 2021: Disclosure 2021 Article 8 indicators Eligible Aligned Non Aligned Turnover 0% 0% 100% CapEx 0% 0% 100% OpEx 0% 0% 100% Disclosure 2022 Article 8 indicators Eligible Aligned Non Aligned Turnover 0% 0% 100% CapEx 10.1% 0.3% 99.7% OpEx 0% 0% 100% The figures were determined in accordance with the requirements of Annex I to Article 8 of the delegated act and based on the following principles: Turnover The proportion of eligible economic activities was determined by dividing the turnover from eligible economic activities (numerator) by total turnover (denominator). The numerator is based on turnover as defined in IAS 1.82(a) and Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 83 1Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088 2 Commission Delegated act of 4th June 2021 supplementing Regulation (EU) 2020/852 of the European Parliament and of the Council by establishing the technical screening criteria for determining the conditions under which an economic activity qualifies as contributing substantially to climate change mitigation or climate change adaptation and for determining whether that economic activity causes no significant harm to any of the other environmental objectives presented in the consolidated financial statement. For further details see section 8.1 ‘Consolidated Statement of Profit or Loss’ of this Universal Registration Document. Euronext has reviewed the application of the EU Taxonomy Regulation to its activities taking into account the list of the economic activities of the delegated act. For a full list of Euronext's activities, please see section 7.1.3 - Sources of revenue of this Universal Registration Document. Those activities are not explicitly listed in the economic activities and provisions of the delegated act. Euronext therefore limited its analysis to the following economic activity: “Data processing, hosting and related activities” (8.1) and came to the conclusion that Euronext has no eligible turnover under the Taxonomy Regulation. Operating and capital expenditure Euronext calculated the proportion of qualifying operating expenses by comparing its operating expenses (see for details Chapter 8, Note 11 ‘Other operational expenses’ of this Universal Registration Document) with the economic activities in Annex I of the Delegated act, which contribute substantially to climate change mitigation or climate change adaptation. Euronext calculated the proportion of taxonomy-aligned investment expending in the same way. Investment expenses are all additions to tangible and intangible assets (see Chapter 8, Note 16, table ‘Property, Plant and Equipment’ (row "Additions”) and Note 18, table ‘Goodwill and other intangible assets’ (row "Additions") of this Universal Registration Document) without depreciation, amortisation, without remeasurement and changes to fair value. Goodwill is also not included in the calculation of taxonomy-aligned capital expenditure as it is not an intangible asset according to IAS 38. Euronext considers operating and capital expenditure to be eligible if the output comes from an eligible economic activity. Euronext has identified and analysed the following economic activities in the delegated act that could potentially give rise to eligible operating or investment expenses: ■Renovation of existing buildings (7.2) ■Installation, maintenance and repair of energy efficiency equipment (7.3) ■Installation, maintenance, and repair of charging stations for electric vehicles in buildings (and in parking spaces belonging to buildings) (7.4) ■Installation, maintenance and repair of technologies for renewable energy technologies (7.6) Euronext's eligible CapEx increased in comparison to prior year which can mainly be explained by the remodelling of the Oslo Børs building. The remodelling of Oslo Børs building had the main objective of carrying out a profound modernisation of the building, which was beginning to show some signs of wear and tear after the last major renovation in the 80s, always focusing on maintaining the centenary character of the building. At the same time, the building had to guarantee the best comfort and all the technical conditions for all employees of Oslo Børs and Euronext Securities - Oslo and improve its efficiency indicators. The renovation included a series of improvements since the sewage system's refurbishing, enhancing acoustic performance, improvements in security systems, namely against fire, and upgrading the electrical system. The converging pillar in the project's planning concerned making the building more sustainable and reducing its carbon footprint. The replacement of old insulation in outer walls and its reinforcement in the loft area, associated with the replacement of lights with LED lights and the installation of zoned thermostats, smart thermostat systems and sensing equipment (including motion and daylight control), will significantly contribute to the decrease of the building electrical energy consumption. The new air-handling units were installed to promote electricity and district heating consumption reduction, further enhanced by the connection to the upgraded building management system and an installation of a new heating system. A heat pump, a much more efficient system that provides the same heating or cooling effect as traditional systems while using much less energy, was installed in the historical Amsterdam building to decrease natural gas consumption. Based on the EU Taxonomy concerning Climate change mitigation and adaptation, the heat pump installation was considered aligned with Climate Change Adaptation criteria. Concerning the renovation of the building in Oslo and the various associated investments, it was not possible to verify all the technical criteria of the Taxonomy. Those investments were therefore considered as eligible for the Taxonomy- but not Taxonomy-aligned. Double counting is avoided by using unique identifiers for the different activities. Detailed standard forms can be found in the appendix of the ESG section. 3.4Euronext’s five ESG impact areas and the sustainable development goals In this section, Euronext provides an overview of the progress made in 2022 against the 11 key ESG issues, supporting Euronext's 5 material impact areas. 3 Empower Sustainable Finance 84 2022 UNIVERSAL REGISTRATION DOCUMENT 3.4.1Our markets Key Issues: ■Organise a trusted, fair, transparent and efficient market, thereby enhancing access to capital ■Promote and develop sustainable and innovative products and services with environmental (green and blue) or social added value KPI: ■1: Number of incidents reported to the College of regulators ■2: Number of operational alerts treated internally by EMS ■3: Availability of the trading platform ■4: Percentage of ESG Revenues 3.4.1.1Trusted, fair, transparent and orderly markets As an operator of regulated markets, Euronext’s mission is to bring together buyers and sellers in trading venues that are transparent, efficient and reliable. To this end, Euronext: ■adopts rules for each of its markets to ensure fair and orderly trading and efficient order execution; ■sets up a framework to organise market monitoring by which it oversees trading in order to identify potential breaches of the rules, disorderly trading conditions or conduct that may involve market abuse; ■offers state of the art, reliable, scalable and resilient technology with a large range of functionalities to market participants to allow trading even in times of high volumes. A particular attention is paid at cybersecurity and data protection; ■reports breaches of rules or of legal obligations relating to market integrity to the competent authority. Market surveillance and monitoring are implemented through a two-step process consisting of real-time market surveillance and post-trade (i.e., “next day”) analysis of executed trades. Euronext ensures member compliance with its rules by conducting on-site investigations and inspections; ■invests in technology aiming to improve its monitoring. Part of Euronext’s role in maintaining trusted, fair and orderly markets includes ensuring the security of those markets. The growth in the digitalisation of the finance industry over the last years has revolutionised the sector. This transformation means that an increasing number of financial services are becoming available to more and more people at an ever increasing pace. Euronext has grown and continues to thrive with these changes via increased volumes and processing power enabling the Group to grow in complexity and size. With increased complexity, size and access come potential cyber security risks. Euronext has through cyber security governance and management implemented a programme that guarantees the necessary security controls in place in order to protect its markets from unwanted activity. Euronext management has a strong commitment to upholding the security of its markets. Management oversees the information security/cybersecurity strategy and review process as well as annual plans, ensuring that the programme stays current with the evolving environment and to avoid and treat potential negative impacts to Euronext. For further information of cybersecurity risks please refer to section 2.1 - Risk Factors of this Universal Registration Document. In order to monitor the effectiveness of its markets, Euronext has put in place the following KPIs: ■number of serious incidents (severity 1 and 2) on the regulated markets reported to the College of Regulators; ■number of operational alerts treated internally by EMS: Euronext has an alerting mechanisms in place; ■availability of the Optiq® platform. These KPIs are described in more detail below: •Number of serious incidents (severity 1 and 2) on the regulated markets reported to the College of Regulators (KPI n°1): The Euronext Market Services team (EMS) also the front line to ensure fair and orderly markets for all Cash, Derivatives and Commodities products, including Corporate Actions, Euronext Indices, Euronext Market Data, Member on boarding and Hosted Commercial Markets. In that context, the EMS team has the ownership of the serious incidents process and ensures that it is fully assessed, graded and efficiently managed. The objectives of the Serious Incident Process are to: ■Facilitate restoration of normal service operations as quickly as possible, and minimise the adverse impact on business operations, thus ensuring that the best possible levels of service quality and availability are maintained; ■Ensure that serious incident management and resolution is performed in an effective and controlled manner in compliance with best practices and the organisation’s internal and external rules and regulations; ■Ensure all customers, clearing houses and regulators are alerted in a timely manner on the market status and are kept informed during the incident; ■Ensure that all relevant stakeholders within EMS and IT are directly updated on the status of recovery activities until service is fully restored; ■Ensure that all relevant stakeholders within EMS and IT are informed of the outcomes of post- Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 85 incident investigations and the actions being taken to avoid a recurrence. The number of incidents reported to the College of regulators in 2022 is 7 including 2 of Severity 1. 2022 2021 2020 2019 Serious Incidents reported to the College of Regulators 7 6 14 11 •Number of operational alerts treated internally by EMS: Euronext has an alerting mechanism in place (KPI n°2): The EMS team has also access to all relevant EMS Cash and Derivatives business and technical monitoring tools and operates daily from 06:30-22:30 CET. The alerts are triggered real-time and help the operational teams of EMS to secure a smooth running of the markets. The type or the scope of alerts may change over time. On the regulated cash markets, 59,719 alerts were treated by EMS compared to 47,995 in 2021 and 99,409 in 2020. Euronext observed an increase of 24% with a spike over March due to the increase of volatility as a result of the conflict in Ukraine. Overall, the sum is in line with the progressive increase Euronext has seen over the recent years with a spike in 2020 in the context of Covid-19. On the regulated derivatives markets, 505,522 alerts were treated by EMS in 2022, compared to 458,626 in 2021 and 1,195,733 in 2020. Euronext observed an increase of 10% which is in line with the market activity and the increase of volatility as a result of the conflict in Ukraine. Number of operational alerts 2022 2021 2020 2019 Cash regulated markets 59,719 47,995 99,409 44,046 Derivatives regulated markets 505,522 458,626 1,195,733 427,535 •Availability of the Optiq® trading platform (KPI n°3): In 2022, the availability was 100.00 % for cash markets and 99.98 % for derivatives markets. Availability of Optiq® 2022 2021 2020 2019 Cash regulated markets (%) 100 99.99 99.84 100 Derivatives regulated markets (%) 99.98 99.94 99.9 99.95 3.4.1.2 Promote and develop sustainable and innovative products and services with environmental (green and blue) or social added value With its strategic plan “Growth for Impact 2024”, Euronext is focussing on accelerating climate action to accelerate the transition to a European economy aligned with a 1.5° trajectory. This will help driving investment towards decarbonised assets and support Euronext’s clients on their ESG journey. A key part of this strategy is to expand its ESG business and continue to grow in this area. ESG revenues In order to assess this growth, Euronext has put a KPI in place which consists of calculating the percentage of revenues attached to those ESG products and services, compared to its overall revenues (KPI n°4) with a clear ambition to increase that KPI. After further analysis, the scope of the KPI has been extended compared to 2021, to include some of the services provided by Euronext CSD’s (Euronext securities), by Elite and by Euronext Corporate Services (see section 3.5 for a full list of ESG products and services). To allow comparison, figures of 2021 have been restated with the same scope as for 2022. Even if the 2022 percentage remains stable, ESG revenues increased from €59 million to €65 million, i.e. by +9.78% compared to a +9.25% increase in overall revenues. The EU Taxonomy does not apply directly to our activities and is therefore not the best framework for classifying our products and services as sustainable. We therefore worked on our own definition of ESG revenues and did measure our ESG revenue according to this definition, which we describe in more detail in Section 3.5. ESG KPI’s. For 2022, this percentage is 4.6%. 2022 2021 a) Restated 2021 Total ESG Revenues (€k) 65,156 59,352 16,060 Total Revenues (€k) 1,418,809 1,298,655 1,298,655 % of Total ESG Revenues on Total Revenues 4.6% 4.6% 1.2% a) Those figures have not been assured Description of Euronext’s offer of ESG products and services A.ESG products A.1. Sustainable Indices Euronext ESG Indices are designed to support common approaches to environmental, social and governance (ESG) investing. They are based on fully transparent and rules- based selection process whose methodologies measures risk and performance across a variety of ESG areas. In 2022, Euronext launched 24 new ESG indices, including the ESG version of some of its blue-chip indices (AEX ESG index and OBX ESG index in May). At the end of the year there were more than 375 listed structured products for the French market alone linked to Euronext ESG indices, these had a combined asset under management of €10. billion3. 3 Empower Sustainable Finance 86 2022 UNIVERSAL REGISTRATION DOCUMENT 3 Based on sales volumes in the SRP database Moreover, Euronext is one of the leading ESG index providers in Europe for structured products since 2019. Euronext will continue to extend over 2023 its ESG index offering together with its partners. A.2. ESG Exchange-traded funds (ETF) accessible on the Euronext markets The sustainable investing theme has quickly gained momentum and assets related to it are growing on Euronext. 197 new ESG ETFs complying with the EU’s Sustainable Finance Disclosure Regulation (SFDR) were listed on Euronext markets in 2022 (including existing ETFs which changed their benchmark index to an ESG version) across 228 separate listings. Currently, there are 861 ESG- related ETFs across 451 separate listings. A.3. ESG investment funds accessible on Euronext Sustainable Investing is an important theme in Euronext’s investment funds market. In 2022, four additional sustainable fund securities were listed on Euronext. There are currently 124 ESG-related investment funds listed and traded on Euronext and 87% of them (109 funds among which 64 are “SFDR-article 8” and 45 are “SFDR- article 9”) are ESG investment funds. A.4. Euronext ESG Bond footprint and platform initiative Euronext is the leading venue for ESG bonds, with more than 1,500 green, social, sustainability and sustainability- linked bond listed on its markets, from 400+ issuers and accounting for more than a trillion euros. The 2022 slump in global debt issuances similarly hit the sustainable bond market, but Euronext expects a recovery in 2023, as Central Banks will raise rates at a more moderate pace and inflation should be controlled. Despite that negative trend in 2022, Euronext welcomed 67 new issuers on its ESG Bond Platform In 2022, Euronext launched several projects related to sustainable bonds: ■Discontinuation of the mandatory Declaration Form so that issuers can list ESG bonds without furnishing additional documentation, ■Publication of a quarterly ESG Bond Barometer, containing sustainable finance news, testimonials and insights. ■Creation of a best-in-class section promoting ESG bond issuers that have a SBTi-validated 1.5° strategy: 43 issuers are displayed on this section. Euronext is committed to give more visibility to its ESG Bonds issuers and to participate in the development of the overall sustainable bond market. A.5. ESG derivatives Euronext launched in 2022 a future on the CAC 40 ESG Index to support the development of responsible investments, and expansion of its ESG derivatives offering. This launch is helping the ongoing reallocation of assets from the CAC 40 index to its ESG version by enabling market participants to manage and hedge ESG portfolios efficiently and in compliance with ESG principles, and to lower the cost of trading. B. Equity initiatives B.1. Cleantech companies Euronext markets facilitate the channelling of investment towards sustainable projects and companies. For the past few years, Euronext’s cluster of Cleantech companies has considerably grown, and now counts 160 companies, or around 8% of the total issuer base with 13 new Cleantech listings in 2022, (representing 21% of all primary market money raised in 2022). Among, Hydrogen pure player companies continued to list on Euronext at a record pace. 14 hydrogen companies have listed on Euronext since 2020, resulting in €1.4bn raised at listing and representing more than €6.4bn in market capitalisation. Cleantech companies are also well represented among Euronext Tech Leaders initiative, benefitting from increased investor visibility, and a dedicated service offering. 26 Euronext Tech Leaders are Cleantech, featuring an aggregate market capitalization of €46 billion. Notable examples include EDP Renovaveis (€21 billion in market capitalisation) - the fourth largest wind energy producer worldwide, Tomra Systems (€5 billion in market capitalisation) – a provider of technology-led solutions for the circular economy - or Neoen (€4 billion in market capitalisation) - the first independent producer of electricity from renewable energy in France. Selected Cleantech new listings for 2022: ■Industrie De Nora, a Euronext Tech Leader, raised €480 million on Euronext Milan representing an equity value at IPO of €2.7 billion. The Italian multinational company specialises in electrochemistry, and is a leading player in sustainable technologies, and the emerging green hydrogen industry. ■Lhyfe, a French green and renewable hydrogen provider founded in 2017, raised €118 million at listing on Euronext Paris and featured a market capitalization at listing of €411m. Specialising in the production of green and local hydrogen, this Euronext Tech Leader is a leading French “pure- player” in 100% renewable hydrogen for the decarbonisation of mobility and industry. ■Haffner Energy, a provider of power project management services intended to produce green hydrogen combined with carbon capture from thermolysis of biomass, raised c.€75 million on Euronext Paris at a €358 million market capitalisation. B.2. The ESG Reporting guide Euronext is committed to encouraging the incorporation of ESG factors into investment decision-making and support equity issuers in their ESG journey. Such commitment is namely materialised in the ESG Reporting Guide which is designed to help listed companies understand how to address ESG issues in their interactions with investors and the wider ESG community and the main principles to consider when preparing an ESG report. In 2022, a revised version of the guide was published, with a focus on the 1.5°C global temperature increase trajectory, in line with Euronext’s “Fit for 1.5°” commitment. B.3. Italian Sustainability Week From 5 to 9 September 2022, Borsa Italiana organised the third edition of the Italian Sustainability Week: the event Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 87 aims to provide a concrete response to the need of issuers and investors to benefit from educational moments and dialogue. Companies attending the event have the opportunity to discuss with domestic and international institutional investors about their sustainability strategies through one-to-one meetings. Since its inception in 2017, the Italian Sustainability Week registered an impressive growth and has become a flagship event for Italian market participants active in the sustainability space. C. ELITE network ELITE is an international network of SMEs aiming at connecting companies with diverse sources of capital to drive their growth. Corporate Governance is one of the pillars of training path that companies go through in order to enhance the future strategy of their business. Topics covered include: ■how to build a Board of Directors in SMEs; the role of Corporate Governance in strategic management and the relationship between owners and management; etc. ELITE has also developed a Framework on Corporate Governance by which ELITE shares with Companies good corporate governance best practices in order to achieve long term success for their stakeholders. This framework is at companies’ disposal on ELITE website. D. Corporate Services Corporate Services is a fully-owned subsidiary of the Euronext Group helping listed companies to make the most effective use of capital markets and supporting organisations with innovative solutions and tailor-made advisory services in Governance (iBabs), Compliance (ComplyLog), Communication (Company Webcast) and Investor Relations (Advisory and IR Solutions). Corporate Services already serves more than 4,500 clients in over 30 countries, of which 1,000+ are listed companies. ■iBabs, enables a significant reduction of paper consumption through paperless and digital meetings management solutions which supports the adoption of best practices in terms of good Corporate Governance and enables a more collaborative, secured, efficient and informed decision-making process within Board of Directors and Executive Committees.; ■IntegrityLog helps companies to ensure a transparent and ethical governance through a dedicated whistleblowing tool; ■InsiderLog automates the management of inside information and insider lists for both issuers and their professional advisors and therefor compliance with EU Market Abuse Regulation (MAR); ■Company Webcast, market leader in webcast and webinar solutions, reduces the negative environmental impacts of transportation through remote and digital conferences, while making sure that companies deliver regular communication; ■Advisory and investor relations (IR) Solutions, supports listed companies to meet ESG requirements in a context of increasing compliance and transparency requirement, growing involvement of shareholders in Corporate Governance, and pressure from rating agencies on companies. This support consists in several offers, namely: ■The "Shareholder Analysis" offer allows issuers to have a clearer understanding of the shareholding structure, proactive communication and rationalised targeting of investors, ■“ESG Advisory”, assists companies in making sense of investors’ expectations and in building a comprehensive tailor- made ESG strategy by evaluating non- financial issues, providing ESG perception studies, prioritising and collecting data to engage with investors. Through commercial partnerships, "ESG Advisory" offer comes with (i) a reporting solution to facilitate the collection, reliability, consolidation and analysis of corporate ESG data and (ii) governance analytics and board assessments. E. Post trade activities E.1. Shareholders register service Euronext Securities offer Shareholder Register Services that provide insight on companies' shareholders. They have a range of solutions, including daily updated digital shareholder registers in Norway and Denmark, periodically updated shareholder registers in Italy, and shareholder identification solutions in Portugal, that is provided to issuers. These services help companies identify shareholders, enabling them to engage with and support their ESG goals. E.2. Virtual General Meetings (VGM) and Proxy Voting At Euronext Securities the General Meeting Services are designed to support ESG goals of the clients by enabling shareholders to participate in general meetings remotely. This not only reduces the need for travel and its associated carbon footprint, but also increases accessibility and engagement for shareholders. Additionally, our AGM solutions allow issuers to digitize many of the processes involved in facilitating a general meeting, thus reducing the consumption of paper and other resources which supports sustainable practices. 3 Empower Sustainable Finance 88 2022 UNIVERSAL REGISTRATION DOCUMENT 3.4.1.3 Reporting "Our Markets" against the SDGs SDG Targets Quantitative results Qualitative achievements Build resilient infrastructure, promote inclusive and sustainable industrialization and foster innovation. As a stock exchange Euronext can contribute to the increase of access of small-scale industrial and other enterprises, to financial services. CleanTech 13 new companies raising €0.75bn, operating across multiple Cleantech subsectors listed on its markets Total Euronext’s cleantech franchise is comprised of 160 companies featuring an aggregated market capitalisation of €104 billion. Elite All companies access to a specific and mandatory module entirely dedicated to Corporate Governance. ESG Indices: ■In April 2022, launch of the first Euronext Employment indices with the Euronext French Employment 40 which selects the 40 companies from the SBF 120 with the highest Humpact score. ■First Euronext Gender Equality indices launched, in partnership with Equileap. The Euronext Equileap Gender Equality France 40 and the Euronext Equileap Gender Equality Eurozone 100. Ensure sustainable consumption and production patterns. ESG indices, derivatives and ETFs create a use-case for ESG information and an incentive for issuers to improve their ESG practices: Our ESG guidance disseminates ESG disclosure best practice. By facilitating issuer-investor dialogue on ESG matters we strengthen the business case for ESG practices and disclosure Downloads of ESG Guidance ■100+ downloads of the guidance per month; ■1,244 downloads in 2022. ESG ETFs and funds ■There are 861 ESG- related ETFs across 451 separate listings. ■124 ESG-related investment funds listed and traded on Euronext ESG derivatives Euronext CAC 40 ESG index future launched in May 2022 Take urgent action to combat climate change and its impacts. As a stock exchange, Euronext can play a leading role in creating climate resilient markets by offering related financial products as well as by encouraging or requiring climate disclosure in this area Green bonds ■Green bonds represents 59% of the Euronext ESG bond offer ■€219 billion raised by ESG bonds in 2022 ESG Bonds Creation of a best-in-class section promoting ESG bond issuers that have a SBTi-validated 1.5° strategy: the SBTi 1.5° ESG Bonds Issuers. 43 issuers are displayed on this section ESG indices ■Euronext ESG Biodiversity Screened Index launched in November 2021 ■February 2022, launch of Euronext World Sustainability and Climate Screened that excludes companies based on Trust Metric, Carbon Budget, activity involvement and UNGC controversies. Revised version of the ESG Reporting guide with a focus on the 1.5°C global temperature increase trajectory Conserve and sustainably use the oceans, seas and marine resources for sustainable development. Water-themed ESG indices create an incentive for upgrading issuers’ water- related practices: As an exchange, we enable companies active in the blue economy to raise capital. The last 6 years, 35 new Blue Economy companies listed in Euronext markets (an increase of 30% over 2015). Over the 5 year period from 2015 to 2019, these companies ■Grew revenue at an annual growth rate of 4.5% ■Grew EBITDA at 13.3% ■Grew employment at 3.2% Water Indices Financial ESG indices developed by Euronext with a thematic focus on water include: ■Euronext Water and Ocean Europe 40 EW (launched in 2021) ■Euronext CDP Water Eurozone EW (launched in 2020) Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 89 3.4.2Our Partners Key Issues: ■Be the spokesperson of the sector and foster “Issuer-Investor” dialogue ■Maintain an ongoing dialogue with multi-stakeholder partnerships ■Educate our partners on financial literacy and regulations KPI: ■5: Client Satisfaction (Net Promoter Score - NPS) ■6: Number of new suppliers having signed the Code of conduct 3.4.2.1Be the spokesperson of the sector and fostering issuer-investor dialogue A central element of Euronext’s work involves engagement with all actors within our ecosystems. Alongside customers, issuers, investors and intermediaries, Euronext also engages with policymakers and regulators with a view to contribute to the development of the regulatory framework which governs Euronext’s activities. This engagement focuses on both the EU institutions, namely the Commission, Parliament and Member States in Council, as well as all relevant authorities in the Euronext jurisdictions. In 2022, in relation to sustainable finance related priorities, a number of initiatives have been going through the European legislative process development of a European Green Bond Standard and proposals on the CSRD, the CSDDD and equal pay. 3.4.2.2Maintain an ongoing dialogue with multi- stakeholder partnerships Euronext’s commitment is enriched by a continuous dialogue with all its stakeholders including at national level, its clients and suppliers. Advisory Committees Each exchange of the Group has one or more exchange committees (“Advisory Committees”) consisting of external stakeholders, to advise and assist the local Managing Board in a non-binding, advisory capacity on issues of major interest to Euronext users (i.e. issuers, investors and other interested parties), where products and services might be developed to meet users’ needs. These committees discuss strategic issues at the local level, and also propose new ideas that fall within the scope of the Committee. Euronext commits to listening to the opinions of each Committee and taking these into account in its decision-making process insofar as possible, in the interests of both the Company and its shareholders. Client Satisfaction Survey In order to assess the way clients are satisfied by the products and services provided by Euronext, the Group has put in place a Client Satisfaction Survey (NPS)4 which serves as a KPI (KPI n°5). For the seventh consecutive year, this annual customer satisfaction survey was conducted in 2022. This year5, the survey was conducted in a different way and consisted of an online survey among Euronext clients’ base to provide anonymous feedback on a wide range of topics covering each aspect of the business. Several hundred contacts participated in the yearly exercise, providing valuable insight into client perception of Euronext’s strategic initiatives, client relationship management, and product offering. NPS 2022 Debt and equity listing +27 Market Data +23 Euronext Clearing +41 Euronext Securities +54 Trading Members +47 Corporate services +46 During the previous years, the survey consisted of short phone interviews with the following results: NPS 2021 2020 2019 2018 2017 Debt and equity listing +24 +27 +12 +14 +9 Market Data +39 +17 +20 +3 +15 Euronext Clearing NA NA NA NA NA Euronext Securities +33 +27 +49 +29 +47 Trading Members +18 +10 +15 +13 -15 Corporate services NA NA NA NA NA Suppliers and subcontractors ethical supply chain Euronext has developed a "Euronext Supplier code of conduct", including provisions regarding human rights, diversity and inclusion, and environmental protection. This is provided together with "requests for proposal" to each envisaged supplier. Euronext does track the percentage of its suppliers signing the code of conduct (KPI n°6). The main reason for not returning the code signed is when the supplier already has one. To allow comparison with the previous years, the figures for 2022 are displayed with and without the suppliers contracting with Borsa Italiana which has been acquired in the course of 2021 and was therefore not included in the figures of previous years: 3 Empower Sustainable Finance 90 2022 UNIVERSAL REGISTRATION DOCUMENT 4 The NPS represents the difference between the members who are positive vis-à-vis Euronext and those who are detractors (the neutrals are not taken into account). When the figure is positive it means that the promoters outweigh the detractors (and vice versa). 5 From 2015 to 2021, the survey consisted of a 15 minutes phone interview. Given this change of methodology, results for 2022 cannot be compared with previous years. Code of conduct coverage 2022 (with Borsa Italian a) 2022 (without Borsa Italiana) 2021 H2 2020 Number of new suppliers 3,295 876 750 254 Number of Code of Conducts 3,295 876 750 254 Number of Code of Conducts returned signed 786 786 585 209 Percentage of Code of conduct returned (%) 24 90 78 82 Employees See in section 3.4.3 - Our People, all the initiatives taken by Euronext to support and nourish a culture of performance through an ongoing dialogue with its employees. Shareholders, analysts and investors Euronext has an ongoing dialogue with financial analysts, shareholders and investors. The Company focuses on communicating clearly and providing transparent clarifications. Euronext publishes full financial results on a quarterly basis. These results are commented on in either physical meetings or conference calls for analysts and investors and are accessible to the general public via webcast found on the Company’s website. In 2022, Euronext investor relations team met with more than 360 investors, including ESG investors, from investment companies from more than 20 countries. These countries notably include United Kingdom, France, Germany, Italy, Switzerland, the United States and Canada. The meetings included both virtual and physical meetings. During the year, Euronext management and investor relations team attended 11 investor conferences. Euronext is continuously willing to engage with its shareholders on a regular basis so as to enhance the knowledge of the Company and the understanding of its strategy. Regulators Each Euronext market operator is subject to national laws and regulations and other regulatory requirements imposed by exchange authorities, central banks and finance ministries as appropriate. The national regulatory authorities in charge of the supervision of the regulated markets operated by the Group coordinate this supervision through the “Euronext College of Regulators”, acting pursuant to a Memorandum of Understanding which Euronext has committed to respect. Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 91 Sustainable finance memberships Euronext is an official partner of the United Nations Sustainable Stock Exchange Initiative (SSE) ■In 2022, the SSE hosted a webinar about the "Blue Economy" with guest speakers from Euronext and the UNEP Finance initiative to discuss the importance of the planet's ocean resources and actions that exchanges can take to create more awareness for their market's dependence on them ■Stéphane Boujnah was interviewed in October 2022 on the SSE TV to describe Euronext's ESG strategy Euronext is an Advisor to the Executive Committee of the ICMA Green bond principle ■Euronext played a leading role in coordinating the case study for growing sustainable finance in emerging markets, that was rendered to the Executive Committee in 2022 Euronext is a member of the Federation of European Securities Exchanges (FESE), representing European exchanges and engages in advocacy on behalf of this member community ■In 2022, Euronext chaird the Sustainable Task Force of FESE Euronext signed the Principles for Responsible Investment (PRI), a UN-supported network of investors, which works to promote sustainble investment ■The signature of the PRI took place in June 2022 3.4.2.3Educate our partners on financial literacy and regulations Euronext operates a Euronext knowledge centre, "Euronext Academy", seeking to reach individual investors, as well as teachers, students, and other members of the general public in the countries where we operate and beyond, to improve their financial knowledge, skills and attitudes. This is a key part of Euronext mission to support local economies across Europe by connecting them to global capital markets, to accelerate innovation and sustainable growth. In 2022, Euronext continued to organise its different pre-IPO programmes TechShare, IPOready and FamilyShare. 3 Empower Sustainable Finance 92 2022 UNIVERSAL REGISTRATION DOCUMENT 3.4.2.4 Reporting "Our Partners" against the SDGs SDG Targets Quantitative results Qualitative achievements Ensure sustainable consumption and production patterns. As a stock exchange, Euronext can play a key role in providing guidance and training for companies and in strengthening listing requirements. By focusing on these actions, exchanges play a vital role in achieving this SDG and in ensuring transparency in their market Sustainable Finance Week: ■59 listed companies attending ■800+ individuals registered, ■980+ meetings scheduled and 210+ institutional investors attending 7th Edition of the Tech Share Program with 121 Tech companies participating coming from 10 European countries Strengthen the means of implementation and revitalize the global partnership for sustainable development. As a stock exchange Euronext has always played a key role in bringing stakeholders together, and now more than ever they will be pivotal players in achieving global efforts. By being an Official Partner of SSE, Euronext is already making its mark in this area. STAR conference From 22 to 25 March 2022, 61 Italian STAR companies and 12 international companies listed on other Euronext markets will meet with more than 170 investors representing 100 investment houses and more than 70 analysts Euronext did participate to the SSE Blue economy webinar to discuss how to support stock exchanges in creating more awareness on the Blue economy. Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 93 3.4.3Our People Key Issues: ■Develop skills and retain talents in an open culture of dialogue ■Promote diversity and inclusion ■Respect human rights and local labour laws KPI: ■7: Diversity in the Senior Leadership Team (SLT) At Euronext, corporate responsibility and diversity is part of the identity. Euronext conducts its business ethically, taking the impact of its actions on its employees into careful consideration. Euronext promotes an environment that encourages collaborative work, learning and innovation allowing each employee to shape his/her future and the future of the Company. WHO WE ARE: FACTS AND FIGURES As of 31 December 2022, Euronext has the following breakdown of its 2,218 permanent employees (permanent & fixed term): Euronext staff at 31 December 2022 # Including Women Including Men Regular employees (permanent & fixed-term) 2,218 769 (34.7%) 1,449 (65.3%) Including permanent employees 2,140 (96.5%) 732 (34.2%) 1,408 (65.8%) Including fixed-term employees 78 (3.5%) 37 (47.4%) 41 (52.6%) Including employees from entities acquired in 2022 80 25 (31.2%) 55 (68.7%) Including part-time employees 47 34 (72.3%) 13 (27.6%) Euronext Staff Numbers 3 Empower Sustainable Finance 94 2022 UNIVERSAL REGISTRATION DOCUMENT The breakdown of employees located in each of the countries where Euronext operates is shown in the graph below: Percentage of employees per location 2022 2021 2020 Italy 34% 32% —% France 19% 19% 26% Norway 10% 11% 19% Netherlands 8% 8% 12% Portugal 8% 7% 9% Denmark 6% 7% 12% UK 4% 4% 4% Ireland 3% 4% 6% Finland 2% 3% 4% India 2% 2% 2% USA 1% 2% 2% Belgium + others 1% 1% 2% Sweden <1% —% 2% Euronext's attrition rate for 2022 was at 12.4%. This reflects a more active employment market in a post-Covid period, and increased headcount in competitive employment markets. Attrition remains at a reasonable level in line with company objectives. Specific retention and knowledge transfer plans are in place for employees with critical skills. Emergency and short- term internal successors are identified for all of the critical senior roles within Euronext, as confirmed in the latest company succession plan reviewed in March 2023. Euronext employees have an average length of service of 10 years. Strong process documentation is also in place, supporting Euronext’s operations resilience and limited reliance on individual skills. Attrition 2022 2021 Voluntary employee attrition 12.4% 10.5% HOW WE WORK As part of "Growth for Impact 2024" (for more details on the strategy, see 1.2.1 - "Growth for Impact 2024" Strategic Plan) Euronext continues to focus on empowering our people. This is summarised through Euronext's "Reinforce One Euronext" action plan guided by four distinct areas: Engagement, Performance, Scalability and Development. Actions are formulated at both Group and local levels, ensuring cross-fertilisation of the best initiatives. The Managing Board, local management teams and human resources teams monitor progress on a monthly basis. Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 95 3.4.3.1. Developing skills and retain talent in an open culture of dialogue Employee engagement through a bottom-up build of culture & strategy Employee engagement is central to the execution of the "Growth for Impact 2024" strategic plan. Information on key initiatives and business updates are shared with all employees through quarterly townhalls facilitated by the CEO and Managing Board members. Newsletters or designated Microsoft Teams groups complemented this communication approach. These methods were replicated at a function and local level to ensure each employee could stay connected with the Company and each other. Employees were able to contribute to the ESG strategy. More than 560 employees participated in two-hour climate workshops aimed at developing climate change awareness and solutions to reduce the carbon footprint of the Euronext operations and offer additional ESG products and services to its customers. In total, more than 800 ideas were fed into the strategy. Teams of ESG Leaders and Diversity Leaders were created to carry out local actions in each of the Group's countries. A Group annual employee survey is run every year to mirror the client survey, and additional country surveys are organised when required to support local action plans. On a scale from 1 to 10, employees answered 8 on average to the question “Euronext is committed to environmental, social and governance (ESG) issues”. They have also answered 8 on average to the question “Euronext has a clear sense of purpose”. Euronext continued to strengthen its pan-European federal model in 2022. Each team had the opportunity to hold a seminar to work on their strategic priorities. Employee well-being, health and safety and embracing new ways of working Euronext's purpose is to shape capital markets for future generations. What makes Euronext special is its role in supporting the financial ecosystem, its state-of-the-art technology, but also its unique and talented multicultural teams, living the Group's values of Unity, Agility, Energy, Integrity and Accountability. Euronext always looks to improve its health and safety measures, adapting them to a changing world. 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 comply with all health and safety laws and regulations as well as Company policies governing health and safety. Euronext ensures to provide a working environment that complies with the latest requirements and that all its buildings and workplace infrastructure are maintained in a safe condition. The Group also appoints and trains people on local regulations, to take on special health and safety responsibilities, such as first responders, facilities teams, and where applicable security officers. All employees and managers are responsible for immediately reporting accidents, injuries and unsafe equipment, practices or conditions to a designated person. Monitoring of those accidents allows to prevent any re- occurrence. Furthermore, Euronext's business activity prevents its employees from being exposed to major physical occupational risk. In 2022, Covid-19 restrictions were progressively lifted. Euronext has ensured, country by country, to progressively get back to usual working conditions. However, upon the local legal framework for “back to normal” conditions, Euronext continued its company-wide partnership with the Business Continuity team and each local CEO and HR partner to document, track, provide solutions and report progress in all Euronext locations across the following areas: ■maximum office capacity; ■government advice on working from home; ■face masks inventory and recommendations; ■international travel considerations and restrictions; ■management of events and visitors to offices; ■when offices were able to open according to local regulations and to public authorities' decisions, specific protocols were put in place (such as the 3 Empower Sustainable Finance 96 2022 UNIVERSAL REGISTRATION DOCUMENT provision of masks to staff – and setting up the offices with appropriate social distance and sanity controls). Post Covid, Euronext has decided to keep and develop the possibility to work from home on a voluntary basis, up to 2 days per week on average. In line with its federal model and matrix organisation, the remote working possibilities may vary according to locations and functions. Euronext remains convinced that office-based work is still useful in order to reinforce team work, innovation and creativity, even more in a period of integration and change. Therefore each country CEO ensured to propose throughout 2022 face-to-face internal events (lunch and learns, local townhalls…) to favour an inspiring and collaborative workplace. Post Covid Euronext also acknowledged the benefit of proposing flexibility for its staff. Flexible working hours and/ or part-time options are also offered, where possible depending on local regulations, and within the context of each role to accommodate employees to best perform their role considering individual circumstances. Euronext also continued in 2022 to invest in its Wellnext programme, covering all Euronext employees, aimed at improving the health and well-being of employees at work. This specific attention paid to employees aims to help them build resilience and preserve their mental health. All employees are invited to specific information or training sessions at least once a year. A snapshot of additional group-wide and local initiatives includes: ■psychological support & confidential employee assistance helplines ■health seminars, subsidised subscription to virtual meditation tools and bespoke talks on health prevention; ■ergonomic assessments, health assessments, anti-flu vaccination campaigns for employees; ■physical activities such as steps challenges for charity, beach cleaning and tidying of towns in the cities Euronext is located; Despite the ever evolving challenges, Euronext had a low absenteeism rate in 2022: 2022 Absenteeism rate 2.1% Finally as part of its wellbeing approach, Euronext ensures to dedicate specific measures to all care givers and notably for employees in their parental role. Euronext is committed to enable all its employees to care for and bond with a new- born or a newly adopted child and as such respects and encourages parental leave in each location in conformance with local regulations. Performance management & remuneration Euronext's Performance and Development process aims to strengthen the performance culture, develop the skills and talent pipeline of the company, and recognise the contributions of each employee. A culture of continuous feedback exists within the Group, encouraging managers and employees to have regular discussions on performance and development. Training documentation and sessions are shared with both managers and employees to raise their awareness and accompany them along the performance and development campaign. The annual appraisal process, which brings formalised milestones to this continuous feedback culture, is rolled out each year, starting in November with the self-assessment period, followed by an annual appraisal meeting, setting of new objectives and mid-year reviews. Each meeting is the opportunity to address performance objectives, career opportunities, training and development needs and ways of working. Euronext objectives framework is structured in three axes so that all employees have objectives aligned with the strategic plan. Their objectives should be aligned with business line or support function goals, linked to transformational projects and linked to the ESG strategy. On the right side of this page is an excerpt from Euronext's guidance to employees in setting their ESG objective related to Euronext's Fit For 1.5 commitment. Managers ensure that a written record of the key performance discussions and objectives for the year to come is entered into the HR system: Percentage of employees per location 2022 2021 2020 Percentage of employees with an annual performance and career development discussion/form completed 98% 98% 98% Percentage of employees with objectives forms completed 97% 95% 95% Percentage of women/men with annual performance and career development discussion/review completed 97% /98% 99% /98% 98% /98% Euronext aims to ensure competitive and fair compensation, with a significant variable component, fostering new initiatives, growth and sustainable performance. The Company provides a competitive annual fixed salary in line with market standards, short term incentive to reward performance, and long term incentive for some retention situations, in the form of a Performance Shares reward to align the interests of Euronext employees, with those of the company and long-term shareholders. In 2022, 88% of the Euronext employees received a short term incentive reward, in addition to their annual fixed salary. All employees are eligible for local benefits programmes. Each Euronext employee also has access to a share ownership programme, with an annual grant of 10 Performance Shares, reinforcing the message that each member of the team is co-owner of the business objectives, working together to grow Euronext in ambition, impact and profitability. The renewal of this programme has been approved by the Supervisory Board every year since 2020. This programme follows the same conditions as the long term incentive plan with a three-years cliff vesting schedule. Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 97 For specific information on Managing Board and Supervisory Board remuneration please refer to Section 4.4 - Remuneration Report and to the Euronext Remuneration Policy. 3 Empower Sustainable Finance 98 2022 UNIVERSAL REGISTRATION DOCUMENT Building a scalable organisation and integrating recent acquisitions In 2022, the Human Resources team focused on building a scalable Euronext organisation with an agile integration and innovation framework to continue improving the employee experience. Borsa Italiana Group is now fully integrated within the Euronext Group and aligned with relevant HR systems, policies and processes for recruitment, onboarding, performance, compensation & benefits, mobility and training. Integration of recent acquisitions is leveraging the best of each entity's practices and creating more opportunities for employees to develop their careers. Euronext continues to invest in change management programmes for its recently integrated entities and new businesses to support organisational and cultural change as well as the adoption of common HR practices. The change management programmes in place for Borsa Italiana, Euronext Securities and Euronext Clearing have strengthened knowledge of the Group's culture, processes and tools through training and communication actions. The Euronext Human Resources team continues to be organised around countries and functions / business lines which allows to strengthen the implementation of the strategy. The Euronext business lines are as follows: Primary Markets and Corporate Services, Cash Equities and Derivatives Markets, Global Sales, FX & Commodities Markets, Fixed Income Trading, Post Trade, Advanced Data Services, Technology, Operations, Support Functions. Attracting and retaining the best talents as part of Euronext's strategic workforce planning Attracting, retaining and nurturing high quality talent is fundamental to delivering Euronext's “Growth for Impact 2024” strategy. Its people are at the core of Euronext's business with both its customers and stakeholders benefiting from the expertise, commitment and innovation Euronext employees bring. Workforce planning sessions, talent reviews, training plans and succession plans are formalised every year within each business line or support function. Hiring and training needs are monitored on a monthly basis. In 2022, Euronext recruited 409 new employees in permanent and fixed-term contracts, to support the priority areas of the strategic plan. To support this investment in additional skills (33.6% additional recruitments compared to 2021), Euronext reinforced referral, internal mobility and recruitment partnerships with best-in-class agencies. New employees are offered induction programmes with a mix of online and on-site resources, onboarding on all company policies, and compulsory training on compliance matters. Euronext is committed to being an equal opportunity employer. The Group's recruitment processes and tools are designed to value the diversity of backgrounds in each of its functions and countries. Euronext's Human Resources team, as well as its recruiting partners, is engaged in building diverse shortlists for all roles, as described below in the diversity section. New employees hired 2022 2021 2020 Number of permanent and fixed-term employees hired in the year 409 273 186 % of Women / Men included in the above number 38%/62% 38% / 62% 31% / 69% Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 99 In 2022, as part of the talent pipeline strategy of the company, 309 trainees and apprentices were recruited to be trained on the latest technologies and critical skills within Euronext teams. Euronext also participated in several job fairs at various universities. Euronext extended its International Graduate programme (V.I.E.) with 25 graduates working at Euronext in 2022. This number is stable compared to 2021. Graduates are deployed to different countries, with several international rotations over two years to reinforce the links between teams and support Euronext's development. Gender repartition of early careers talent acquisition Women Men Interns and Apprentices 36% 64% International Graduate Programme 48% 52% Developing exciting career opportunities Euronext is committed to support employees' career development. 228 employees made an internal move in 2022. Outside of change in positions, employees also have the opportunity to grow in their job through new projects, enlarged scope of the Group, short term international assignments, innovation workshops, and exposure to new products and technologies. Various initiatives support professional development: ■The Career Framework offers all employees an overview of the existing professional roles and suggestions for potential career development paths. In 2022, the model was updated to include all Borsa Italiana employees and to highlight the new priority areas. ■Talent reviews are conducted annually to identify development needs and succession plans. This process reinforces mobility across functions. ■Annual and mid-year performance reviews include internal mobility and professional development discussions between employees and managers. ■The recruitment process encourages managers to first consider applications from employees already in the company for open positions. ■Finally, communication on existing opportunities is reinforced through through weekly newsletters highlighting open jobs. In 2022, Euronext strengthened international mobility opportunities among its different locations to reinforce its federal model. Euronext employees benefit from three international mobility schemes which provide full support for a smooth relocation: ■International Graduate Programme: to enable young European graduates to benefit from an international experience between 6 to 24 months, with possible rotations from one country to another. ■Short-term assignment: enabling employees to spend up to 5 months in another country of the Group within the framework of a specific project. ■Long-term relocation: enabling employees to continue their career in another country of the Group. Fostering learning & development In 2022, 98% of Euronext total number of employees (permanent and fixed-term contracts) who worked in the organisation between January and December in a training at least once. Training programmes are provided by best-in- class educational institutions, together with selected internal Euronext experts. Euronext employees trained 2022 2021 2020 % of employees trained (reported training or development activity) 98% 89% 70% % of women trained 97% % of men trained 98% Time allocated to training 2022 2021 2020 Training hours 21,174 hours 20,458 hours 6,919 hours Average duration per employee 10 hours 10 hours 9 hours Average duration per woman 10 hours 11 hours 8 hours Euronext continued to roll out a wide range of strategic training initiatives in 2022, including: ■leadership, coaching, mentoring and team management programmes to empower the managers and leaders of the organisation in their professional development; ■project management programmes to train the project management community according to the Euronext Project Management Policy; ■cross-cultural training workshops and conferences to develop a global understanding of the Euronext federal model cultural specificities and best practices for efficient collaboration; ■ESG programmes to develop climate change awareness and ability to act across our employees as well as unconscious bias training sessions to reinforce the equality by design approach in all our processes; ■technical skill conferences, workshops and online courses to foster knowledge sharing on Euronext core businesses, market infrastructures, IT and financial products; Euronext has developed a wide range of learning resources and formats to encourage employees to proactively learn in the way that best suits them. All employees have access to the Euronext Academy, the Group's e-learning platform, gathering hundreds of training courses built by internal and external experts. Employees are also invited to join the Learning Weeks and monthly 3 Empower Sustainable Finance 100 2022 UNIVERSAL REGISTRATION DOCUMENT business knowledge sessions to learn about capital markets and new technologies trends. Training programmes Number of trained employees Financial & Euronext market knowledge 1,307 ESG 679 Leadership, Management and coaching 384 Cross cultural Management 105 Project Management 89 3.4.3.2. Furthering Euronext's commitment to enhance diversity and fight against discriminations The Diversity and Anti-Discrimination policy has been embraced in every area of Euronext’s people agenda. The federal governance model remains central to Euronext's organisation and naturally creates an environment where people of diverse cultures and backgrounds collaborate and drive the organisation forward. 2022 was another year to demonstrate across several dimensions where diversity has been promoted and embedded within the Group's culture. Diversity at Euronext includes gender, ethnicity, religion, sexual orientation, age, language, socioeconomic status, physical ability, experience and education, and more broadly all forms of diversity. As a reminder Euronext's Diversity and Inclusion action plan is structured as described below: Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 101 As part of key events and achievements for 2022, the role of Head of Diversity and Inclusion has been created and appointed since April 2022. It has allowed Euronext to accelerate its Diversity and Inclusion agenda. This agenda was announced during an all employee tonwhall in June 2022. The key actions held in 2022 to improve diversity and inclusion culture are detailed by each key pillar below: Recruitment ■A guide for inclusive recruitment was issued in September 2022 for all managers. It is a comprehensive guide which reminds the managers of key steps to be followed to get a diverse and inclusive recruitment process. ■Our countries have developed local partnerships and initiatives to enrich the diversity of our pipelines and attract a more diverse pool of candidates. Country Example of D&I local actions in 2022 Belgium Partnership with A Seat At The Table (ASATT) - ASATT is an organization that aims to push forward young diverse talent in our society through weekly leadership, entrepreneurship and mentoring programs with the top of the Belgian and international business community Denmark Partnership with local university on Communication and IT to attract more women candidates in IT.- Københavns Universitet. This opens opportunities to hire graduates and to attract more women on their IT education than the more IT related schools. France Partnership with engineer schools on the IT side, open to all forms of diversity, and Partnership in progress with association focused on diverse social backgrounds. Awareness quizz sent to all staff on equal opportunities. Ireland Partnership with local recruitment agency with a mandate to deliver diverse pipeline of candidates for vacancies. Membership of the Executive Institute’s ‘Women in Business’ network for Euronext's women talent. Member of the Advisory Group of Balance for Better Business to improve gender balance in senior leadership in Ireland. Italy Programme to support the recruiting of disadvantage candidates for an inclusive hotellerie project in cooperation with Allianz Foundation; SheLab Scholarship to support disadvantage women in reskilling and upskilling on STEM in partnership with She Tech and Aulab coding school; Women to go beyond Offer a team work experience to increase the number of female candidates in Technology in partnership with Statale University; Empower women to be up at C-level and at Board level in partnership with Valore D association Netherlands Dedicated Women training programme « Power Female Leadership » held in Amsterdam for 10 women from the Netherlands (ENX and Company Webcast) with 3 sessions from April to June – Gay pride celebrated Norway Women Network pilot within Nordics Countries – 9 women attended 4 workshops sessions to reinforce their women leadership and get concrete training to grow their career as women. Portugal Action to attract diverse talent with employer branding actions with local Universities close to Porto – Women in Finance conferences. UK (+US/Asia) Woodhouse College / Career Ready program with a 1 day session in June at the office. Preparing young people for the world of work with a focus on those who do not come from the socio-economic background. 3 summer internships offered from July, practice interview sessions, networking opportunities Equal Opportunities ■In line with our talent development policy detailed above, all our processes are designed to favour equal opportunities for all employees. ■Gender equality is ensured throughout the compensation review process. As part of the 2022 reviews, 13% of the annual salary increase budget went to catching-up on gender equality salary situations. ■From 2022 one additional diversity commitment of Euronext is to ensure maternity and paternity leaves will not impact Short Term Incentive (STI) pay-out. No proration of bonus is triggered by the leave. This was already in place in some countries, but has been extended to the full Group in 2022. Inclusive and Open culture ■119 employees received unconscious bias training in 2022, notably regarding gender and skin colour, 3 Empower Sustainable Finance 102 2022 UNIVERSAL REGISTRATION DOCUMENT based on the implicit bias test methodology. This training is open to all Euronext employees. ■A Diversity Network was launched in 2022. This network is composed of volunteer employees from all locations and functions. The Diversity volunteers will have a double role of supporting local actions and acting as diversity champions of all group actions initiated on all forms of diversity. They will ensure that the D&I initiatives are relevant to their local cultural specificities and partner with local HR teams. 26 employees are part of this diversity resource group for employees. ■3 women’s networks were developed in 2022 in Norway, the Netherlands and Italy. These dedicated employee resource group aim to propose to women employees custom trainings mainly focusing on how to grow in their career. 23 employees received dedicated training as part of these networks. Additional women networks opportunities will be available in each Euronext country as of 2023. ■48 employees received a session to educate them on working in a diverse environment. Include our community ■Euronext has continued its partnership with JA Europe. This programme is targeting notably young students from various social backgrounds, giving them equal access to this initiative. ■Each country leads specific community initiatives, supporting Euronext's societal priorities in terms of financial literacy, environmental initiatives regarding oceans,, and diversity in the financial industry. See Society pages for more details. The below table illustrates some key metrics Euronext is tracking: Diversity monitoring 2022 2021 2020 Permanent employees - Women / Men 35% (769) /65.% (1,449) 33% / 67% 32% / 68% Number of nationalities represented 58 55 47 % Women / Men in Senior Leadership Team 34% (28) / 66% (54) 34% / 66% 36% / 64% Average employee age – all employees 44 44 43 Average employee age – Women / Men 43 / 44 44 / 44 43 / 43 Average length of service – all employees 10 11 12 Average length of service – Women / Men 10/10 11 / 10 12/10 As part of the Euronext Diversity and anti-discrimination policy, the company has set the target to achieve balanced gender representation on its Supervisory Board and Managing Board with at least 40% of seats occupied by men and by women in the Supervisory Board and at least 30% of seats occupied by men and by women in the Managing Board and the Senior Leadership Team. This target is respected in 2022 with 4 women and 6 men in the Supervisory Board, and 3 women and 76 men in the Managing Board. This target is also respected within the Senior Leadership team with 28 women and 54 men at this management level. The goal for 2023 is to extend the analysis to the management levels below the Senior Leadership Team, with the goal to achieve at least 30% of the positions occupied by each gender. Employee age Euronext also reaffirms its commitment to strictly prohibit any diversity related type of discrimination in hiring, retention policies, promotion, salaries and benefits and career evolution, in line with its anti-discrimination policy. It applies specifically to any gender-based type of discrimination or any other forms of diversity. Euronext is also committed to prevent any form of harassment from happening in its workplaces between employees. All countries are equipped, according to their local regulations, with appropriate grievance escalation and investigation processes, notably through Euronext's Group whistleblowing policy and process, and through appropriate training of employees and managers. Further diversity data points are captured in the Development section above. 3.4.3.3. Respecting the human rights and local labour laws Works Council As part of its Sustainability strategy, Euronext considers that it is its role to monitor the respect of human rights within its extended workforce, including employees, contractors and professional services. Euronext has implemented several policies that aim at ensuring directly or indirectly the respect of human rights at Euronext, including the Employee and Supplier Codes of Conduct. Works Councils at local and European level In accordance with local laws and regulations, local works councils are set in Italy, France, the Netherlands, Portugal (Porto), Norway and Denmark. The works councils represent Euronext employees, are informed and/or Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 103 6 Including Manuel Bento, whose membership in the Managing Board is subject to regulatory and shareholder approval consulted on economic, financial, social and organisational matters, and complement collective or national labour negotiations. France Italy The Netherlands Norway Portugal Denmark Number of local Work Council sessions held in 2022 25 (across 2 legal entities) 59 25 12 6 5 The Company has also set up a social dialogue committee at the European level, including every European country. European staff representatives are informed on economic, financial, social and strategic Group matters. Euronext is currently involved in a negotiation process about the creation of a new European works council, to replace and further develop this existing European forum. In May 2022, Euronext decided to set a special negotiation group, which was appointed in October 2022. The first negotiation meeting was held in Amsterdam in November 2022. 2022 2021 2020 2019 Number of meeting of staff representative at European level 2 1 4 1 Social Dialogue with Unions and Works Councils Euronext continues to be committed to social dialogue, supporting unions representation rights and facilitating worker representation bodies. Euronext is also committed to respecting the right to collective bargaining, in accordance with local laws of the countries where its employees are located. Euronext held regular meetings with unions, staff representatives and works councils in every legal entity, with several consultations and agreements in 2022 on remote-working, organisation, collective agreements and benefits renewal. Currently, 80% of Euronext employees are covered by collective agreements in Italy, France, Norway, the Netherlands, Belgium, Portugal and Denmark. For the remaining 20% in smaller locations or legal entities, employee dialogue is also organised by the local teams. In all countries Euronext is committed to complying with labour law and does not have any ongoing litigation or dispute regarding staff representatives or unions’ rights. 3.4.3.4 Reporting "Our People" against the SDGs SDG Targets Quantitative results Qualitative achievements Ensure women’s full and effective participation and equal opportunities for leadership at all levels of decision-making in political, economic and public life. As a market infrastructure, Euronext may take leadership in the area of diversity namely with the stock exchange bell ringing ceremonies in support of empowering women in the workplace, marketplace and community In 2022, the gender equality index applicable to Euronext's French legal entities reached 93/100 for Euronext Paris SA and 92/100 for Euronext Technologies SAS. The percentage of women in the Senior Leadership Team is 34%. The percentage of women in management positions is 33%. Euronext hosted “Ring the bell” ceremonies in each of its countries on the 8th of March on the International Women's Day. Euronext managed to be included very early 2023 in both Euronext Equileap Eurozone 100 and the Euronext Equileap Gender Equality France 40. These indexes comprise European companies that have demonstrated a commitment on gender balance in leadership and workforce, equal compensation and work-life balance, policies promoting gender equality and commitment, transparency, and accountability. Building on the success of Euronext’s Diversity Day and International Women’s Day initiatives, each Euronext country has taken the commitment to reinforce local diversity partnerships with schools and recruitment providers, as well as early mentoring programmes as part of the Group’s financial literacy initiatives. In 2022, Euronext launched its Diversity Network to ensure to have local champions, who volunteered, to promote and support both local and group actions towards Diversity and Inclusion. In 2022, Euronext held 3 women networks in Norway, the Netherlands and Italy, which are creating the foundations for a group deployment in 2023. 3 Empower Sustainable Finance 104 2022 UNIVERSAL REGISTRATION DOCUMENT 3.4.4Our Society Key Issues: ■Act ethically, with integrity and the highest standards in terms of good governance ■Educate and engage with our local Community KPI: ■8: Use of the whistleblowing process ■9: GDPR Training employees ■10: Personal data breaches 3.4.4.1Act ethically, with integrity and the highest standards in terms of good governance Euronext’s commitment to high ethical and legal standards of conduct is core to Euronext businesses, and the Group aims to be a model for the industry by supporting the highest ethical standards in its dealings with its colleagues, employees, business partners, customers and in its communities. Good Corporate Governance The Company respects the Corporate Governance Guidelines, Recommendations and Codes set in place in the Netherlands (see section 4.1 - Dutch Corporate Governance Code), and aims to comply with the ones set in place in the other Euronext locations, and notably the French Afep – Medef Recommendations and the 2020 Belgian Code on Corporate Governance. By the end of 2022, the Supervisory Board was composed of ten non-executive directors including four female directors. Four committees report to the Supervisory Board: the Audit Committee, the Risk Committee, the Nomination and Governance Committee and the Remuneration Committee. In 2022, the Supervisory Board and its four related committees held 29 sessions though in-person meetings or video conferencing. By the end of 2022, the Managing Board was composed of nine directors including three female directors, and the Extended Managing Board was in addition composed of eight executive managers including one female manager who attended all its meetings (the Chief Financial Officer, the General Counsel, the Chief Operating Officer, the Chief Talent Officer, the Head of Strategic Development and Mergers & Acquisitions, the Head of MTS, the Head of Cash and Derivatives, and the Global Head of Primary markets & Post Trade). Executive compensation respects the Company’s remuneration policy, ensuring adequate performance based rewards. For further details see section 4.4 - Remuneration Report. Detailed information about Euronext’s Governance can be found on the Corporate Governance page on Euronext’s website as well as in section 4 - Corporate Governance of this Universal Registration Document. Internal audit As a third line of defence, Internal Audit has no operational responsibilities over the entities/processes it reviews. The objectivity and organisational independence of the internal audit function is achieved through the Head of Internal Audit not performing operational management functions and reporting directly to the Chairman of the Audit Committee. She also has a dotted reporting line to the CEO. Validated by the Audit Committee at least annually, the internal audit plan is developed based on prioritisation of the audit universe using a risk-based methodology, including input of senior management. For each audit, a formal report is issued and circulated. This includes recommendations for corrective actions with an implementation plan and the comments of the auditees. Implementation of accepted corrective actions is systematically followed up, documented and reported to the Audit Committee. Euronext Code of Business Conduct and Ethics Euronext has adopted a Code of Business Conduct and Ethics that reaffirms its commitment to high standards of ethical conduct and reinforces its business integrity, policies and procedures. The Code of Business Conduct and Ethics explains the Company’s core values and basic ethical obligations in conducting business. Important topics included in the Code are: ■conflicts of interest; ■confidential and proprietary information; ■inside information and personal trading; ■fair competition; ■fair treatment of employees ■accuracy and retention of business records; ■anti-money laundering and sanctions; ■anti-bribery; ■data privacy; Euronext Compliance Policies The Code of Business Conduct and Ethics is supplemented by nine Corporate Compliance policies. These policies aim at ensuring compliance with the laws and regulations and promoting best practice as well as high ethical standards. They intend to raise awareness among Euronext employees and avoid non-compliance and reputational risks. The aforementioned policies apply to Euronext and its majority owned subsidiaries, and to all Euronext employees and consultants (including interns and temporary staff) and agents. They are available to Company employees on the Intranet and employees are required to participate in mandatory compliance trainings. Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 105 For more information on the Code of Business Conduct and Ethics see section 2.6 - Corporate Compliance – Code of Business Conduct and Ethics. Whistleblowing Programme The Company, via its Whistleblower Policy and Procedure, allows employees and third parties 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 policy provides internal and external mechanisms to report unlawful and unethical behaviours. The internal mechanism allows employees to report alleged breaches either to the Compliance department or directly to the management or to the Chairman of the Supervisory Board under specific circumstances. The external mechanism is a third-party confidential reporting system through which employees can make reports, including in an anonymous manner. The Whistleblower Policy is available on Euronext Website7 and on the Euronext Intranet and employees are informed on the mechanisms to report unlawful and unethical acts and behaviours. Euronext tracks the number of whistleblowing cases reported each year (KPI n°8). The three whistleblower reports received in 2022 have been handled in accordance with the applicable policy and procedure, and have been reported to the Company’s Audit Committee. Whistleblowing Policy 2022 2021 2020 2019 Use of the Whistleblowing mechanism 3 2 0 0 Data Protection Euronext is strongly committed to protect the personal data and uphold the right to privacy as provided by GDPR and any national implementing laws and regulations of the GDPR. Euronext has adopted a set of internal policies/procedures and internal/public notices/statements. These processes are circulated to employees through a global training specifically designed by and for Euronext and in-depth training for specific functions more exposed to certain risks. Staff training and awareness sessions are conducted regularly in all company locations to promote GDPR compliance. Each new employee is trained shortly after joining. Euronext maintains all the organisational and technical measures put in place to ensure the protection of privacy. Among all these organisational measures, we can highlight: ■The use of an IT tool dedicated to the GDPR, OneTrust, which automates the processing register; ■The use of an IT tool for monitoring and assessing the risks of personal data breaches as well as for carrying out impact analyses relating to data protection (carried out for any new project or supplier), Jira; ■The designation of “Business Data Owners” within each department whose role is to ensure the link between the department concerned and the Data Protection Officer (DPD) on the one hand and InfoSec and Data Management Office on the other hand; ■The setting up of several tools by the InfoSec department to classify or supervise access to data; ■Internal and external monitoring programme in order to assess the GDPR compliance of our businesses and vendors. Finally, governance around data in general and personal data in particular has been maintained within the group as well as monthly reporting to the Data Governance Steering Committee. In that context, Euronext tracks two key indicators: GDPR training for newly joined employees (KPI n°9) GDPR training 2022 2021 comp arabl e (a) 2021 2020 Staff assigned to the training (new joiners) 328 201 572 266 Staff completing the training (new joiners) 270 90 413 189 Percentage of assigned employees trained (%) 82 43 72 71 (a) Those figures have not been assured. The scope of this KPI has changed compared to last year to only include permanent and fixed-term contract. It doesn’t include the Euronext employees of Borsa Italiana because the training does not exist in Italian, nor the ones of Nordpool which is not 100% owned by Euronext. To allow comparison the figures of 2021 have been recalculated to take only into account the new joiners being permanent or with a fixed-term contract. Personal Data breaches (KPI n°10) The number of personal data breaches is the number of security breaches leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed. The analysis and risk assessments of these breaches conducted by the crisis team have permitted to conclude that no reporting (notification or information) was needed in compliance with the provisions of the GDPR. 2022 2021 2020 Number Reported Number Reported Number Reported Personal data breach cases 7 0 10 0 3 0 3 Empower Sustainable Finance 106 2022 UNIVERSAL REGISTRATION DOCUMENT 7 https://www.euronext.com/fr/node/721 Other policies Euronext is dedicated to establishing a safe and secure environment for its own interests, as well as those of its market participants. Euronext recognises the importance of implementing a high-performance and efficient risk management structure across all its businesses, markets, and regions of operation. The Group aims to balance a strong awareness of risks with promoting innovation, while complying with regulations and supervising risk management at the highest level. Euronext also emphasises transparency fairness, neutrality, stability, and efficiency, demonstrating reliability with political communities, regulators, and customers. The Group operates in a complex legal environment, incurring varied tax obligations. Therefore, Euronext provides clear guidance on tax strategy for all entities, including subsidiaries. Euronext has adopted the following policies which are all publicly available on the Euronext website (www.euronext.com/en/about/esg-empowering- sustainable-growth/euronext-esg-policies-statements): ■Business Conduct and Ethics ■Anti-corruption, Anti-fraud, Anti-bribery, Gifts and Entertainment ■Anti-Money Laundering and Terrorism Financing ■Compliance Framework ■Enterprise Risk Management Policy and Risk Appetite Framework ■Human rights ■Employee Recruitment, Diversity & Inclusion & Talent Management ■Anti-Slavery ■Workplace Anti-Harassment Policy ■Occupational Health & Safety ■Sustainable Policy ■Sustainable marketing & events Policy ■Sustainable lobbying Policy ■Environmental Policies ■Personal data protection 3.4.4.2. Educate and engage with our local Community Euronext supports community activities that have a direct, positive and measurable impact and that are aligned to its corporate values. Through training, volunteering, charitable activities and thought leadership, Euronext employees contribute in two main areas that are relevant to our business: ■Financial Literacy: Euronext seeks to improve the financial knowledge, skills, and attitudes of young Europeans while giving unique mentoring opportunities to its own employees ■The Blue Economy: Euronext’s goal is to be a leader in advancing the Blue Economy in order to mitigate this development, address the threats to the oceans, and contribute to enhanced ocean and coastal resilience ■The Climate change: Euronext is conscious of the challenges linked to climate change, the need to reduce greenhouse gas emissions, and to manage natural resources. Financial literacy initiatives: Amsterdam Employees invited as Guest lecturers, at various universities (UVA, Tilburg,…) Financial lessons (Sunday school) Brussels Employees contributed to several financial education events and webinars, including courses at the University or to secondary school students, as well as several slots on financial radio channel LN24 to present various topics linked to financial markets Dublin Participation in the World Federation of Exchanges’ “Ring the Bell for Financial Literacy” initiative. London Woodhouse College Careers Day : a group of 20 students from Woodhouse College coming to Euronext offices in June for a Careers Day. With Euronext London volunteers, they learnt about Euronext and the Financial Services industry as a whole. The college acts as a bridge from school to university, giving students a chance to grow in confidence and to develop independent learning skills. 2 out of the 20 students who attended the Careers Day were given one month internships within the London office, which they completed during the Summer of 2022. Milan Educational activities with Starting Finance (Italian start-up for financial literacy) Oslo Contribution to the creation of a video related to the “ring the bell for financial literacy” Blue challenge Euronext has a partnership with Junior Achievement to inspire students aged 16 to 18 about sustainable finance whilst helping them develop core job skills such as teamwork, problem solving, presentation, and entrepreneurial skills. With its partnership, Euronext intends to boost financial literacy and encourage innovation to limit Climate Change and to foster the Blue Economy amongst young entrepreneurs in nine countries. Taking the form of a competition that involves a series of activities including two webinars, one on financial literacy and one on blue economy, the challenge culminates in a final competition at European level on the United Nations World Oceans Day. In 2022, over 60 Euronext employees across 9 countries volunteered to become mentors for the second edition of this programme. Over 250 students benefited from their mentoring. Coastal clean-up Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 107 Each year, Euronext volunteers engage during a week in the water-front clean-up initiatives, in celebration of the International Coastal Clean-Up Day and the European Sustainable Development Week. Being the first exchange signatory of the UNGC Sustainable Ocean Principles, the conservation of the oceans, seas and marine resources is a sustainable goal that is embraced by Euronext and made dear to our community. In 2022, over 260 Euronext employees from across 12 different places in Europe rolled up their sleeves again and walked miles alongside the water's edge, filling dozens of bags with trash, preventing it to end in the ocean. Charity In addition to educational and societal initiatives, several Euronext locations provided financial support to local organizations, particularly those active in the fields of the blue economy and financial literacy. 3 Empower Sustainable Finance 108 2022 UNIVERSAL REGISTRATION DOCUMENT 3.4.4.3 Reporting “Our Society” against the SDGs SDG Targets Qualitative results Quantitative achievements Ensure inclusive and equitable quality education and promote lifelong learning opportunities for all. As a stock exchange, Euronext is committed to making a positive impact on its local and global communities and will focus community activities on two topics: Financial Literacy and Blue Finance Euronext Blue Challenge Programme developed on the sustainable blue economy platform London Benchmarking Group Framework: A few hundred students attended multiple workshops, seminars, and lectures hosted by Euronext on Financial literacy impacting new skills development Over 260 students and around 60 mentors from Euronext participated to the Euronext Blue Challenge helping students develop core job skills, such as teamwork, problem solving and entrepreneurship Conserve and sustainably use the oceans, seas and marine resources for sustainable development. Water-themed ESG indices create an incentive for upgrading issuers’ water-related practices: As an exchange, we enable companies active in the blue economy to raise capital. Euronext Blue Challenge A handful of business ideas linked to blue economy were developed in each Euronext country. “Coastal clean-up” 259 employees volunteered to take part in local clean-up events in the framework of the International Coastal clean-up Day“ Promote peaceful and inclusive societies for sustainable development, provide access to justice for all and build effective, accountable and inclusive institutions at all levels. As a company, Euronext commits to the highest ethical and legal standards of conduct. ■Zero cases of corruption ■Zero cases of anti- competition ■Three uses of the whistleblowing program ■No political donation Euronext respects the Corporate Governance Guidelines, Recommendations and Codes set in place in the Netherlands and with the ones set in place in the other Euronext locations 3.4.5Our Environment Key Issue: ■Reduce our own carbon footprint and contribute to the protection of the environment KPI: ■11: Carbon emissions Reduce Euronext's carbon footprint and contribute to the protection of the environment Fit for 1.5° is Euronext’s commitment to developing services and products that help its business, partners, clients and the European economy in general to curb the increase in global temperatures from pre-industrial times. The company’s goal is to help ensure this increase remains below the 1.5°C target, as set out in the Paris Agreement. An integral part of the “Fit For 1.5°” climate commitment involves Euronext setting science-based quantitative climate targets that will inform in-house climate action efforts. Euronext Group’s primary GHG emissions arise from energy consumption in its offices and data centres, from staff travel, and indirectly but mostly from its supply chain (purchase of goods and services, Scope 3). Euronext has a direct grip only on Scope 1, Scope 2 and travels. Calculation of Euronext's carbon footprint Based on the Bilan Carbone methodology, which is the reference carbon inventory methodology in France, compliant with ISO 14064; GHG Protocol and the Directive No.2003/87/EU, the result for 2022 (KPI n°11) are the following: The chosen boundary of the footprint was Operational Control: emissions for the installations over which Euronext exercises control. All emissions sources relevant to Euronext’s activities have been included in the assessment, following the location based method. This method (location based) uses the actual emission factors of the energy mix from the different locations where the energy is provided, Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 109 and makes no difference between green electricity from fossil fuels. For the avoidance of doubt, for the SBTi targets mentioned below the market-based methodology will be used, reflecting Euronext’s achievements in moving to green electricity. Calculation of Euronext's carbon footprint Based on the Bilan Carbone methodology, which is the reference carbon inventory methodology in France, compliant with ISO 14064; GHG Protocol and the Directive No.2003/87/EU, the results for 2022 (KPI n°11) are the following: The chosen boundary of the footprint was Operational Control: emissions for the installations over which Euronext exercises control. All emissions sources relevant to Euronext’s activities have been included in the assessment, following the location based method. This method uses the emission factors of the energy mix from the different locations where the energy is provided, and does not take into account Euronext’s achievements in moving to Green electricity. The results of the carbon footprint calculation for 2022 are the following: ■Total emissions: 41.0 ktCO² with a decrease of 3.0% compared to 2021; ■Scope 1: 341 tCO² with a decrease of 10.3% compared to last year; ■Scope 2 (location based): 6,346 tCO² with an increase of 48.2% compared to last year; ■Scope 2 (market based): 296 tCO²; ■Scope 3: 34,355 tCO² with a decrease of 8.8% compared to 2021. The decrease in scope 1 is mainly due to the reduction of fossil fuels in buildings and cars. The increase in scope 2 (location-based) is mainly due to the double-run, for a transitional period, of the new Core Data Centre in Bergamo and previous data centres. A huge decommission plan is under way. This is also linked to the colocation services provided by Euronext to its clients in the Bergamo’s data centre. The decrease in scope 2 on a market-based basis is due to the switch to Green energy, as further described below under “SBTi Targets”. Scope 3 is mainly linked to purchase and goods invoices. More figures can be found in the TCFD report available on the Euronext webpage. Setting SBTI targets Euronext has committed to setting science-based quantitative climate targets by signing the “Business Ambition for 1.5°C”, a campaign led by the Science Based Targets initiative in partnership with the UN Race to Zero commitment. Euronext’s upgraded greenhouse gas emissions reduction targets have been validated by the Science-Based Targets initiative (SBTi) in February 2023: 1.By 2030, Euronext will reduce its absolute Scope 1, and Scope 2 emissions by 73.5% compared to 2020 2.By 2030, Euronext will reduce its scope 3 travel emissions by at least 46.2% compared to 2019 3.By 2027, Euronext suppliers, representing 72% of Euronext’s greenhouse gas emissions derived from purchased goods and services, must set targets on their Scope 1 and Scope 2 emissions Reducing the Group's impact To achieve its decarbonisation targets, Euronext has developed a comprehensive action plan and a dedicated governance has been put in pace to mobilize internally all the actors and to facilitate the implementation of an integrated approach to ensure the targets being reached. The main actions include: ■Scope 1 emissions will be reduced through consolidation and energy efficiency upgrades in the building portfolio, energy efficiency investments, decommissioning of gas-fired boilers and decarbonisation of the vehicle fleet; ■Scope 2 emissions will be reduced by moving office space and data centres to renewable energy, including through the move of Euronext’s Core Data Centre to the Aruba Data Centre near Bergamo, Italy concluded in June 2022. The new Core Data Centre is powered 100% by renewable energy sources and self-produces energy through solar panels and its own hydroelectric power stations. ■Travel emissions will be reduced by a sustainable travel programme and carbon budgets for travel implemented beginning 2023; ■Euronext is engaging its key suppliers directly and has deployed a new supplier onboarding platform, which supports the ‘Euronext Supplier Code of Conduct’, including provisions regarding environmental protection, human rights, diversity and inclusion. ■Euronext engaged its staff through Climate Workshops, organised in partnership with Climate Fresk, to develop awareness and ability to act by keeping environmental impacts in mind, at both individual and company level. Euronext has trained 30% of the global Euronext staff by the end of 2022 At this stage, in 2022, the results are the following: ■Scope 1 and scope 2 have decreased by 81% in market-based compared to the base year 2020. The main driver of this decrease is the switch to green electricity in the majority of the buildings and the migration of the Core Data Centre to the Aruba Data centre powered 100% by renewable energy sources and self-produces energy through solar panels and its own hydroelectric power stations. ■Scope 3 travel emissions have decreased by 57.85% compared to the base year 2019, well ahead of the target. Those numbers show that the resumption of travels is taking place gradually and is not yet at the same level as pre Covid. So results linked to business travels may increase again in the coming years. Euronext will continue to closely monitor them namely by introducing internal carbon budget as from 2023 in order to continue to comply with the agreed targets. ■Finally on the suppliers engagement, 31 (20%) of the 150 vendors representing overs 72% of the 3 Empower Sustainable Finance 110 2022 UNIVERSAL REGISTRATION DOCUMENT total scope 3 emissions have fixed SBTi targets at the end of December 2022. Euronext may, at one point of time, decide to go further in its effort to reduce its carbon footprint and readjust its targets according to the evolution of the group. 2022 2021 2020 20208 Euronext Carbon footprint 41.0 ktCO2 42.3 ktCO2 18.5 ktCO2 36.3 ktCO2 Scope 1 341 tCO2 380 tCO2 – 1% 270 tCO2 – 2% 346 tCO2 Scope 2 6,346 tCO2 4,280 tCO2 – 10% 1,600 tCO2 – 10% 4,432 tCO2 Scope 3 34,355 tCO2 37,680 tCO2 – 89% 16,600 tCO2 – 88% 31,494 tCO2 Reporting “Our Environment" against the SDGs SDG Objectives Qualitative Quantitative Take urgent action to combat climate change and its impacts. As a company, Euronext can contribute to the global and national challenges of climate change. Euronext’s science-based quantitative climate targets have been validated by SBTi in February 2023. ■41.0 ktCO2 ■Scope 1 341 tCO2 ■Scope 2 6,346 tCO2 ■Scope 3 34,355 tCO2 3.5Summary of ESG KPI 1. Number of serious incidents on the regulated markets reported to the College of Regulators 2022 2021 2020 2019 Serious Incidents reported to the College of Regulators 7 6 14 11 2. Number of operational alerts treated by EMS Number of operational alerts 2022 2021 2020 2019 Cash regulated markets 59,719 47,995 99,409 44,046 Derivatives regulated markets 505,522 458,626 1,195,733 427,535 3. Availability time of the system Optiq® Availability of Optiq® 2022 2021 2020 2019 Cash regulated markets (%) 100 99.99 99.84 100 Derivatives regulated markets (%) 99.98 99.94 99.9 99.95 4. Proportion of revenues linked to ESG products and services in the global revenues of the group 2022 2021 comparable (a) 2021 Percentage of ESG Revenues 4.6% 4.6% 1.2% (a) Those figures have not been assured Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 111 8 comparable, including Borsa Italiana Group emissions 5. Net Promoter Score NPS 2022 Debt and equity listing +27 Market Data +23 Euronext Clearing +41 Euronext Securities +54 Trading Members +47 Corporate services +46 During the previous years, the survey consisted of short phone interviews with the following results: NPS 2021 2020 2019 2018 2017 Debt and equity listing +24 +27 +12 +14 +9 Market Data +39 +17 +20 +3 +15 Euronext Clearing NA NA NA NA NA Euronext Securities +33 +27 +49 +29 +47 Trading Members +18 +10 +15 +13 -15 Corporate services NA NA NA NA NA 6. Percentage of suppliers signing the Code of conduct 2022 (with Borsa) 2022 (without Borsa) 2021 H2 2020 Number of new suppliers 3,295 876 750 254 Number of Code of Conducts 3,295 876 750 254 Number of Code of Conducts returned signed 786 786 585 209 Percentage of Code of conduct returned (%) 24 90 78 82 7. Percentage of women in the Senior Leadership Team 2022 2021 2020 2019 Number of women in the SLT (%) 34 34 36 33 8. Use of the Whistleblower mechanism 2022 2021 2020 2019 Use of the Whistleblower mechanism 3 2 0 0 9. Data Protection training by new joiners to the company 2022 2021 comparable- (a) 2021 2020 Staff assigned to the training (new joiners) 328 201 572 266 Staff completing the training (new joiners) 270 90 413 189 Percentage of total employees (%) 82 43 72 71 (a) Those figures have not been assured. These figures are the adjusted numbers of 2021 to reflect the modifications of 2022 in the definition. 10. Personal Data breaches 2022 2021 2020 Number Reported Number Reported Number Reported Personal Data Breaches 7 0 10 0 3 0 11. Carbon Footprint (location based) 2022 2021 2020 2020 comparable9 Euronext Carbon footprint 41.0 ktCO2 42.3 ktCO2 18.5 ktCO2 36.3 ktCO2 Scope 1 341 tCO2 380 tCO2 – 1% 270 tCO2 – 2% 346 tCO2 – 2% Scope 2 6,346 tCO2 4,280 tCO2 – 10% 1,600 tCO2 – 10% 4,432 tCO2 – 10% Scope 3 34,355 tCO2 37,680 tCO2 – 89% 16,600 tCO2 – 88% 31,494 tCO2 – 88% 3 Empower Sustainable Finance 112 2022 UNIVERSAL REGISTRATION DOCUMENT 9 Those figures have not been assured GLOSSARY AND REPORTING CRITERIA As a general rule, all the entities belonging to the Euronext group are in the scope for non-financial information as described in this ESG chapter except when it is specified otherwise. 1.Definition of “Serious Incident” has been agreed with the College of Regulators and is understood a “an event that has caused a market to stop or an event that although the market is still running a material number of members are prevented from trading for a technical reason. Such events could include, but not be limited to trading engine failures, market data dissemination issues, the calculation and/or publication of Official Index Values, issues with tools used to manage and operate the markets”. Severity 1 level corresponds to critical severity incidents and Severity 2 level corresponds to high severity incidents that may upgrade to a Serious Incident. The KPI concerns all clients and all equities, exchange traded funds (ETFs), warrants & certificates, bonds, derivatives, commodities and index markets. This KPI only covers the markets operated on the Optiq® trading technology. This KPI does not cover Borsa Italiana because the Italian markets have not yet migrated on the Optiq® platform. 2.Euronext defines operational alerts as alerts that are automatically identified based on defined algorithms and followed-up by our Euronext Market Services (EMS) department. Examples of operational alerts are irregularities in price, volumes and/or market conditions. Alerts help the operational teams of EMS to secure the smooth running of the markets. The type or the scope of alerts may change over time. The KPI is to track the number of alerts being been raised and processed by EMS in order to secure a proper running of the markets and allowing a fair and orderly trading meaning the alerts which have been raised and processed by EMS. This KPI only covers the markets operated on the Optiq® trading technology. This KPI does not cover Borsa Italiana because the Italian markets have not yet migrate on the Optiq® platform. 3.Optiq® is Euronext's enhanced, multi-market trading platform, providing customers with maximum flexibility, simplified and harmonized messaging as well as high-performance and stability. Euronext aims to have the trading platform available to its members at least 99.99% of the time. The target is a platform availability between 99.9% and 100% overall on a yearly basis. Any Severity 1/Severity 2 Serious Incident impact Euronext regulated markets which are on the Optiq® trading platform, on trade reporting systems (TCS and Saturn) or impacting one of Euronext MTFs (platforms operated by Euronext but for which it is not license holder) focused on trading activity. This includes the activities linked with the CCPs but it excludes the CSD part. Also excluded are Euronext FX activities and Technology solutions. This KPI only covers the markets operated on the Optiq® trading technology. This KPI does not cover Borsa Italiana because the Italian markets have not yet migrate on the Optiq® platform. 4.The KPI consists of calculating the percentage of net revenues related to ESG products and services offered by Euronext in all of its markets, including Borsa Italiana, compared to its overall revenues. Due to limitations to the systems, part of these ESG revenues have been calculated based on estimation. The scope of the KPI has been extended compared to 2021, to include some of the services provided by Euronext CSD’s (Euronext securities), by Elite and by Euronext subsidiary “Euronext corporate services” (see section 3.5 for a full list of ESG products and services). To allow comparison, figures of 2021 have been restated with the same scope as for 2022. The following are considered as ESG revenues: ■ESG bonds: listing and the trading revenues linked to bonds admitted to listing/admitted to trading on all Euronext markets that are clearly labelled green, social, sustainability, sustainability- linked, etc… and are supported by a framework that is clearly aligned with recognizable industry standards such as the ICMA Principles, and by an independent external reviewer to verify. ■ESG ETFs: listing and the trading revenues linked to ESG ETF for which the issuer has, in the admission form or post listing, confirmed the fund is ESG OR the index tracks an ESG index OR for which the Euronext ETF product team has – to the best of their knowledge and considering all publicly available information (such as issuer declaration, e.g. SFDR classifications) – determined the fund to be ESG. ■ESG Funds: listing and the trading revenues linked to ESG Funds for which the issuer has, in the admission form or post listing, confirmed the fund either (i) promotes ESG characteristics or (ii) has a sustainable investment objective. ■ESG indices: licencing on indices that are categorized as ESG in the benchmark statement issued according to the BMR. ■ESG Derivatives: trading on ESG derivatives which are strictly related to ESG indices. ■ESG services: all the revenues generated by services delivered by Corporate services, Elite and Euronext Securities ■Corporate Services: all the revenues generated by the fully-owned subsidiary of the Euronext Group called “Corporate Services” which help companies with innovative solutions and tailor-made advisory services in Governance (iBabs), Compliance (ComplyLog), Communication Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 113 (Company Webcast) and Investor Relations (Advisory and IR Solutions). ■Elite: all the revenues generated by the fully-owned subsidiary of the Euronext Group called “Elite” which help Italian companies with tailor-made advisory services in Governance (modules and workshops) as well as with the ideation, structuring and promotion of innovative funding solutions such as the “Basket Bond”®, a highly flexible and innovative tool to support the growth and innovation of Italian Mid-Caps and SMEs and to transfer resources to the real economy through the capital market. ■Euronext Securities (CSDs): all the revenues generated by the various solutions provided by Euronext securities to companies to facilitate and improve the accessibility to their general meetings (AGMs & EGMs), to enable them to digitalize most of their governance processes, reduce the use of paper, reduce the travels, and therefor increase shareholder engagement. ■The ESG revenues are also generated by the shareholders identification and shareholders register services. 5.The Net Promoter Score (NPS) indicates the difference between the so-called detractors and promoters on a scale from 1 to 10. Respondents are grouped as follows: "Detractors" (scores 0-6), "Neutral" (scores 7-8), and Promoters" (scores 9-10). By subcontracting the percentage of detractors from the percentage of the promoters the NPS per brand is calculated. This figure can be somewhere between -100% and +100%. The survey has been conducted by an external provider IPSOS and concerns all kind of clients (issuers, trading members, market data providers, etc.) and all locations.The survey is performed once a year in Q3. The results enclosed in the URD are the results from the 2022 survey. The sample size per business line varies from 17 to 245. As Euronext has done over the past few years, it is progressively expanding the scope of the survey in line with the expansion of the Group. Only FishPool, Commcise, Elite, Technology Solutions and iBabs have been excluded. 6.The Euronext suppliers Code of Conduct includes provisions regarding human rights, diversity and inclusion, and environmental protection, and is provided together with requests for proposal to each envisaged new supplier for it to sign it. The KPI covers all suppliers that are created in the Euronext finance system. 7.The Senior Leadership Team (SLT) is an internal Executive group which is composed of senior managers from across the Group who are invited to help Euronext develop and achieve its strategic ambitions. The SLT is calculated annually based on the most recent SLT event. The composition is changing according to the strategy of the company. The SLT includes the Managing Board. 8.The Company, via its Whistleblowing Policy, allows Employees and third parties to report in confidence alleged breaches of the laws or Company policies. The policy provides internal and external mechanisms. The internal mechanism allows employees to report alleged breaches either to the Compliance department or directly to the management or to the Chairman of the Supervisory Board under specific circumstances, in which cases they must necessarily inform the Compliance department of the report received. The external mechanism is managed by the Compliance department per internet by a specialized provider and allows employees anonymous reporting. The KPI only concerns reported cases of whistleblowing. The KPI includes all the employees of the Group. 9.Data protection training by new joiners to the company is expressed in the total of staff assigned to this training and in the total of staff who completed the training. New joiners are defined as a new Euronext employee (as recorded in Euronext's HR system: Workday) and includes only permanent and fixed-term contracts. All new acquisitions (100%) made by Euronext are integrated in these processes as well after harmonisation where applicable. This training is carried out through Euronext Academy which keep track of the achievement of this by the employees. Other more specific awareness-raising / training campaigns are carried out in parallel either physically (with the signing of an attendance sheet), or through distribution by email or publication on the intranet on more specific or more in-depth subjects. The scope of this KPI has changed compared to last year to only include permanent and fixed-term contract. It KPI doesn't include all Euronext employees of Borsa Italiana because the training does not exist in Italian, nor the ones of Nordpool, which is not 100% owned by Euronext. To allow comparison, the figures of 2021 have been recalculated to take into account only the new joiners being permanent or with a fixed- term contract. 10.The KPI Personal data breaches concerns the total amount of reported data breaches in line with the GDPR Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (“GDPR”). Personal Data Breach’ is defined as “a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed”. This KPI includes all Euronext employees. 11.Euronext’s carbon footprint is estimated with the Bilan Carbone methodology. The chosen boundary of the footprint was Operational Control: emissions for the installations over which Euronext exercises control. All emissions sources relevant to Euronext’s activities have been included in the assessment. The emission factors used are the ones from the last version of the ones from ADEME 3 Empower Sustainable Finance 114 2022 UNIVERSAL REGISTRATION DOCUMENT (French Environment and Energy Management Agency) except for business travels for which the factors are the ones defined by DEFRA (Department for Environment Food and Rural Affairs - UK). The analysis covers the following scopes: ■Scope 1: Direct GHG emissions occur from sources that are owned or controlled by the company, for example, emissions from combustion in owned or controlled boilers, furnaces, vehicles, etc.; emissions from chemical production in owned or controlled process equipment. ■Scope 2: Indirect GHG emissions from consumption of purchased electricity, heat or steam ■Scope 3 : GHG emissions including other indirect emissions that occur in a company's value chain i.e. employee travel and commuting, emissions associated with contracted solid waste disposal and wastewater treatment, transportation and distribution (T&D), etc. For the first year, Euronext has internalised the carbon footprint calculation by investing in a dedicated software which automises the process. This implies a more accurate and complete coverage of the carbon footprint. Travel data are issued from the travel agency's tool at the date of the booking. Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 115 Appendix - ESG section Proportion of Turnover from products or services associated with Taxonomy-aligned economic activities - disclosure covering year 2022 Substantial contribution criteria DNSH criteria (Does Not Significantly Harm) Economic activities (1) Code(s) (2) Absolute Turnover (3) Proportion of Turnover(4) Climate change mitigation (5) Climate change adaptation (6) Water and marine resources (7) Circular economy (8) Pollution (9) Biodiversity and ecosystems (10) Climate change mitigation (11) Climate change adaptation (12) Water and marine resources (13) Circular economy (14) Pollution (15) Biodiversity and ecosystems (16) Minimum safeguards (17) Taxonomy-aligned proportion of Turnover, 2022 (18) Taxonomy-aligned proportion of Turnover, 2021 (19) Category (enabling activity) (20) Category (transitional activity (21) in € % % % % % % % Y/N Y/N Y/N Y/N Y/N Y/N Y/N % % E T A. TAXONOMY-ELIGIBLE ACTIVITIES A.1. Environmentally sustainable activities (Taxonomy-aligned) 0 N/A N/A N/A N/A N/A N/A N/A N/A N/A Turnover of environmentally sustainable activities (Taxonomy- aligned) (A.1) 0 N/A N/A E A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) 0 N/A N/A N/A N/A N/A N/A N/A N/A N/A Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) 0 N/A N/A Total (A.1 + A.2) 0 N/A N/A B. TAXONOMY-NON-ELIGIBLE ACTIVITIES N/A N/A Turnover of Taxonomy-non-eligible activities (B) 1,418,809 100% N/A N/A E Total (A+B) 1,418,809 100% TOTAL TURNOVER 2022 1,418,809 TOTAL TURNOVER 2021 1,298,655 3 Empower Sustainable Finance 116 2022 UNIVERSAL REGISTRATION DOCUMENT Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities - disclosure covering year 2022 Substantial contribution criteria DNSH criteria (Does Not Significantly Harm) Economic activities (1) Code(s) (2) Absolute OpEx (3) Proportion of OpEx (4) Climate change mitigation (5) Climate change adaptation (6) Water and marine resources (7) Circular economy (8) Pollution (9) Biodiversity and ecosystems (10) Climate change mitigation (11) Climate change adaptation (12) Water and marine resources (13) Circular economy (14) Pollution (15) Biodiversity and ecosystems (16) Minimum safeguards (17) Taxonomy-aligned proportion of OpEx, 2022 (18) Taxonomy-aligned proportion of OpEx, 2021 (19) Category (enabling activity ) (20) Category (transitional activity) (21) in € % % % % % % % Y/N Y/N Y/N Y/N Y/N Y/N Y/N % % E T A. TAXONOMY-ELIGIBLE ACTIVITIES A.1. Environmentally sustainable activities (Taxonomy-aligned) 0 OpEx of environmentally sustainable activities (Taxonomy- aligned) (A.1) N/A N/A N/A N/A N/A N/A N/A N/A N/A E A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) 0 N/A N/A OpEx of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) N/A N/A N/A N/A N/A N/A N/A N/A N/A Total (A.1 + A.2) 0 N/A N/A B. TAXONOMY-NON-ELIGIBLE ACTIVITIES N/A N/A OpEx of Taxonomy-non-eligible activities (B) 793,552 100% N/A N/A E Total (A+B) 793,552 100% TOTAL OPEX 2022 793,552 TOTAL OPEX 2021 719,365 Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 117 Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities - disclosure covering year 2022 Substantial contribution criteria DNSH criteria (Does Not Significantly Harm) Economic activities (1) Code(s) (2) Absolute CapEx (3) Proportion of CapEx (4) Climate change mitigation (5) Climate change adaptation (6) Water and marine resources (7) Circular economy (8) Pollution (9) Biodiversity and ecosystems (10) Climate change mitigation (11) Climate change adaptation (12) Water and marine resources (13) Circular economy (14) Pollution (15) Biodiversity and ecosystems (16) Minimum safeguards (17) Taxonomy-aligned proportion of CapEx, 2022 (18) Taxonomy-aligned proportion of CapEx, 2021 (19) Category (enabling activity ) (20) Category (transitional activity) (21) in € % % % % % % % Y/N Y/N Y/N Y/N Y/N Y/N Y/N % % E T A. TAXONOMY-ELIGIBLE ACTIVITIES A.1. Environmentally sustainable activities (Taxonomy- aligned) 7.6 Heat pump Amsterdam building F42, F43, M71, C16, C17, C22, C23, C25, C27 or C28 280,242 0.3% 100.0% 0.0% N/A N/A N/A N/A Y Y Y Y Y Y Y 0.3% N/A E CapEx of environmentally sustainable activities (Taxonomy- aligned) (A.1) 280,242 0.3% 0.3% N/A E A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) 7.2 Renovation of OB building F41, F43 9,745,847 9.8% 100.0% 0.0% N/A N/A N/A N/A Y Y Y Y N N/A Y 0.0% N/A T CapEx of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) 9,745,847 9.8% 0.0% N/A Total (A.1 + A.2) 10,026,089 10.1% 0.3% N/A B. Taxonomy-non-eligible activities CapEx of Taxonomy-non-eligible activities (B) 89,490,911 Total (A+B) 99,517,000 TOTAL CAPEX 2022 99,517,000 TOTAL CAPEX 2021 67,592,000 3 Empower Sustainable Finance 118 2022 UNIVERSAL REGISTRATION DOCUMENT This page has been intentionally left blank Empower Sustainable Finance 2022 UNIVERSAL REGISTRATION DOCUMENT 119 This page has been intentionally left blank 4 Corporate Governance 120 2022 UNIVERSAL REGISTRATION DOCUMENT 4 4.1 Dutch Corporate Governance Code, 4.4 Remuneration Report of the "Comply of Explain" Remuneration Committee 4.4.1 2022 Report 4.2 Management Structure 4.4.2 Remuneration Principles 4.2.1 General Information 4.4.3 Remuneration Components 4.2.2 Supervisory Board 4.4.4 Remuneration of the Managing Board 4.2.3 Managing Board for 2022 and Previous Years 4.4.5 Remuneration of Supervisory 4.3 Report of the Supervisory Board Board Members 4.3.1 Meetings 4.3.2 Supervisory Board Attendance Record 4.3.3 Supervisory Board Activities 4.3.4 Board Evaluation 4.3.5 Report Audit Committee 4.3.6 Report Risk Committee 4.3.7 Report Remuneration Committee 4.3.8 Report Nomination and Governance Committee 4.3.9 Financial Statements Corporate Governance 2022 UNIVERSAL REGISTRATION DOCUMENT 121 4CORPORATE GOVERNANCE A description of the shareholding structure of the Company is provided in section 6 “General description of the Company and its share capital”. 4.1Dutch Corporate Governance Code, "Comply or Explain" The applicable Dutch Corporate Governance Code (“the Code”) became effective in 2016 replacing its predecessor version published in 2008 and finds its statutory basis in Book 2 of the Dutch Civil Code. The Code applies to Euronext as it has its registered office in the Netherlands and its shares are listed on the regulated markets of Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris. Dutch and English language versions of the Code are available at: https://www.mccg.nl/publicaties/codes/2016/12/8/ corporate-governance-code-2016 and https://www.mccg.nl/publicaties/codes/2016/12/8/ corporate-governance-code-2016-en The Code is regularly monitored by the Monitoring Commission Corporate Governance Code (the "Commission"). On 20 December 2022, the Commission published an updated version of the Code, containing certain changes to reporting requirements in 2024 regarding the reporting period 2023. The 2016 Code still governs this Universal Registration Document. The Code is based on the notion that a company is a long- term alliance between the various stakeholders of the Company. Stakeholders are groups and individuals who, directly or indirectly, influence – or are influenced by – the attainment of the Company’s objectives: employees, shareholders and other lenders, suppliers, customers and other stakeholders. The Managing Board and the Supervisory Board are responsible for balancing these interests, generally with a view to ensuring the continuity of the Company and its subsidiaries, as the Company seeks to create long-term value. If stakeholders are to cooperate with the Company, they must be assured their interests are duly taken into consideration. Good entrepreneurship and effective supervision are essential conditions for stakeholder confidence in management and supervision. This includes integrity and transparency of the Managing Board’s actions and accountability for the supervision by the Supervisory Board. The Code is based on a “comply or explain” principle. Accordingly, companies are required to state the extent to which they comply with the principles and best practice provisions of the Code in the director’s report and, where it does not comply with them, why and to what extent it deviates. Euronext acknowledges the importance of good Corporate Governance and endeavors to comply with the provisions of the Code. However, there are a limited number of best practice provisions that it currently does not comply with, as further explained below. The fact that Euronext is not compliant with a number of best practice provisions is partly related to the fact that Euronext is an international company supervised since its creation in 2000 by a College of international Regulators, supervising Euronext on a joint basis, which has required some specific features which may interfere with the specific provisions of the Dutch Code. Euronext is active in a number of European jurisdictions, each with different laws, regulations, best practices, codes of conduct, regulatory guidelines and views. Provisions of the Dutch Code regarding corporate law matters, that Euronext did not apply in 2022: ■Euronext did not fully apply best practice provision 2.2.1 (“a Managing Board member is appointed for a maximum period of four years”). One member of the Managing Board has been appointed before Euronext became a listed company. In accordance with applicable laws and regulations at the time of his appointment, that member was appointed for an indefinite term. With regard to the members of the Managing Board who were appointed since Euronext became a listed company, Euronext fully complied with this best practice provision and will continue to do so for all future appointments; ■Euronext did not apply best practice provision 2.1.7, item iii (“for each shareholder, or group of affiliated shareholders, who directly or indirectly hold more than ten percent of the shares in the Company, there is at most one Supervisory Board member who can be considered to be affiliated with or representing them”). Three members of the Supervisory Board namely Diana Chan, Alessandra Ferone and Olivier Sichel, have been proposed by Euronext’s Reference shareholders, who as a group acting via the Reference shareholders’ Agreement held 23.81% of Euronext’s shares on 31 December 2022. This group of shareholders has committed to a lock-up of their shares in Euronext for a certain period, and acts jointly in relation to certain voting matters and has been granted a declaration of non- objection by the Dutch Ministry of Finance. The background of the presence of three members in Euronext’s Supervisory Board who can be considered to be affiliated with or representing the Reference shareholders is related to the request of the Euronext College of Regulators at the moment of its IPO in 2014 for it to have a number of stable, long-term shareholders who could propose one third of the members of the Supervisory Board. Provision of the Dutch Code regarding the remuneration policy of the Managing Board that Euronext did not apply in 2022: 4 Corporate Governance 122 2022 UNIVERSAL REGISTRATION DOCUMENT ■Euronext did not apply best practice provision 3.1.2 vi (“…Shares should be held for at least five years after they are awarded”). However, starting 2021 and in order to be aligned with Dutch Corporate Governance Code recommendation and to strengthen the alignment of the Chief Executive Officer exposure to the Euronext development with the shareholders’ exposure, the Supervisory Board introduced to the Managing Board Remuneration Policy an additional 2 years lock-up for the Chief Executive Officer resulting in a total five-year period from the date of grant and increased motivation for sustainable performance. ■Euronext did not apply best practice provision 3.2.3 (“the remuneration in the event of dismissal should not exceed one year’s salary (the “fixed” remuneration component”). In the event of termination by the Company of a member of the Managing Board the Company has decided to align progressively all new Managing Board members’ contracts on the same basis as was decided at the time of recruitment of the Chairman of the Managing Board in September 2015, and disclosed at the Shareholders’ Meeting of 27 October 2015: the limitation to twelve months of fixed salary as provided in the Dutch Corporate Governance Code has been balanced against the French AFEP- MEDEF Corporate Governance Code recommendations, which provide for a maximum termination indemnity of twenty-four months compensation, fixed and variable remuneration. The termination indemnity has been limited to twice the annual fixed salary, which is in line with the relevant best practices in the various other jurisdictions in which it is active. Managing Board members’ contracts have been amended to that effect. Provision of the Dutch Code regarding meetings with analysts that Euronext did not apply in 2022: ■Euronext did not apply best practice provision 4.2.3 (“meetings with analysts, presentations to analysts, presentations to investors and institutional investors and press conferences shall be announced in advance on the Company’s website and by means of press releases, enabling all shareholders to follow these meetings and presentations in real time, for example by means of webcasting or telephone”): Euronext does not always allow shareholders to follow meetings with analysts and institutional investors in real time. Euronext ensures that all shareholders and other parties in the financial markets are provided with equal and simultaneous information about matters that may influence the share price. 4.2MANAGEMENT STRUCTURE 4.2.1General Information No information on family relationships between members of the Supervisory Board, members of the Managing Board and senior staff, as well as on convictions in relation to fraudulent offences, bankruptcies, receiverships, liquidations, companies put into administration, official public sanctions or official public incriminations with regard to these persons has been included in this Universal Registration Document, as these matters are not applicable to these persons. Further, up to the date of the publication of this Universal Registration Document, the members of the Supervisory Board, of the Managing Board and senior staff do not have potential conflicts of interest between any duties to the Company and private interests. In addition, there are no potential conflicts of interest between the duties carried out on behalf of the Company by members of the administrative, management or supervisory bodies or any senior manager of the Company who is relevant to establishing that the Company has the appropriate expertise and experience for the management of the Company’s business, and their private interest or other duties. When new cases are discussed at Supervisory Board and Managing Board meetings, a regular conflict check is performed in accordance with the Conflict of Interest policy. Conflicted board directors, if any, will neither be allowed to attend nor to participate in such discussion. The professional address of all members of the Supervisory Board, Managing Board and senior staff of Euronext is Beursplein 5, 1012 JW, Amsterdam, the Netherlands. Statement of the Managing Board Responsibilities for the Financial Statements and Directors’ Report In accordance with Article 5:25c(2)(c) of the Dutch Financial Supervision Act (Wet op het financieel toezicht), the Managing Board of Euronext hereby declares that, to the best of its knowledge, (i) the Financial Statements prepared in accordance with IFRS as adopted by the European Union and with Part 9, Book 2 of the Dutch Civil Code give a true and fair view of the assets, liabilities, financial position and profit or loss of Euronext and the enterprises included in the consolidation as a whole, and (ii) the directors’ report gives a true and fair view of the position on the balance sheet date, the course of events during the financial year of Euronext and the enterprises included in the consolidation as a whole, together with a description of the principal risks that Euronext faces. Responsibility for this Universal Registration Document The Managing Board declares that the information contained in the Universal Registration Document, including the Financial Statements and the directors’ report, is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. The Managing Board is responsible for this Universal Registration Document. In Control Statement Euronext’s first and second lines of defence perform their roles in risk assessments, evaluations of the operating effectiveness of controls, and reporting on risk management and control. The concluding results are Corporate Governance 2022 UNIVERSAL REGISTRATION DOCUMENT 123 regularly discussed at senior and executive management level and in the Risk Committee. Internal Audit, as the third line of defence, evaluates both the design and effectiveness of Euronext’s governance, risk management and control processes. Audit reports are discussed with risk and process owners and the Audit Committee. Based on the risk management processes, the Managing Board makes the following statements regarding internal risk management and control, taking into account Euronext’s strategy and risk profile. In accordance with best practice provisions 1.4.2. and 1.4.3 of the Dutch Corporate Governance Code, Euronext’s Managing Board is of the opinion that, in respect of financial reporting risks, the design and operation of the internal risk management and control system, as described in 2.3.2.2 “Risk management” and 2.3.2.5“Internal control” (i) provides a reasonable level of assurance that the financial reporting in this Universal Registration Document does not contain any errors of material importance, and (ii) has worked properly during the financial year 2022. As set out in section 2.2 - Mitigation Measures, Euronext has a robust Enterprise Risk Management Framework and Governance, which allow the Managing Board to identify and assess the Company’s principal risks to enable strong decision making with regards to the execution of the stated strategy. On the basis hereof the Managing Board has assessed the risk profile and the design and operating effectiveness of the risk management and control systems; this was discussed with the Audit Committee of the Supervisory Board. The Managing Board declares that, based on the current state of affairs including financial position and strategic prospects, the implementation of the Business Continuity Framework and the reporting process on existing or potential material risks, as set out under 2.2.1, it is justified that the financial reporting is prepared on a going concern basis; and that this Universal Registration Document is to the best of the Managing Board’s knowledge, in accordance with the facts and contains no omission likely to affect its import. Furthermore, as described in the 1.2 and the chapter “Risks”, this Universal Registration Document reflects the material risks and uncertainties that are relevant to the expectation of the Company’s continuity for the period of twelve months after the preparation of this Universal Registration Document. Stéphane Boujnah, CEO and Chairman of the Managing Board Øivind Amundsen, CEO of Oslo Børs Delphine d’Amarzit, CEO of Euronext Paris Daryl Byrne, CEO of Euronext Dublin Simone Huis in ‘t Veld, CEO of Euronext Amsterdam Fabrizio Testa, CEO of Borsa Italiana Chris Topple, CEO of Euronext London & Head of Global Sales Isabel Ucha, CEO of Euronext Lisbon Vincent Van Dessel, CEO of Euronext Brussels Availability of Documentation The Articles of Association of Euronext, historical information and relevant documentation for investors and shareholders may be viewed on Euronext’s website in the Investor Relations section at www.euronext.com/en/ investors. 4.2.2Supervisory Board Euronext has a two-tier governance structure with a Supervisory Board and a Managing Board. The governance arrangements of the Supervisory Board described in this section are based on, among other things, Dutch law, Euronext’s Articles of Association and the rules of procedures for the Supervisory Board. These arrangements include additional provisions and modifications agreed with the Euronext College of Regulators designed to ensure the long-term stability and autonomy of Euronext and curb possible disproportionate levels of influence that large shareholders may have on it. Responsibilities The Supervisory Board is responsible for the supervision of the activities of the Managing Board and the supervision of the general course of the business of Euronext. The Supervisory Board may on its own initiative provide the Managing Board with advice and may request any information from the Managing Board that it deems appropriate. In performing their duties, the members of the Supervisory Board must act in the interests of Euronext and those of its business. The Supervisory Board is collectively responsible for carrying out its duties. Appointment and Dismissal Members of the Supervisory Board are appointed by the General Meeting (i) in accordance with a proposal of the Supervisory Board or (ii) from a binding nomination to be drawn up by the Supervisory Board, with due observance of the profile (profielschets) for the size and the composition of the Supervisory Board adopted by the Supervisory Board and reviewed annually. The profile sets out the scope and composition of the Supervisory Board, taking into account the nature of the business, its activities, and the desired expertise, experience, diversity and independence in matters of capital markets in general and in particular in the areas of finance, economics, human resources and organisation, information technology and data processing, legislation and regulation, legal matters and compliance. The Articles of Association of Euronext provide that each member of the Supervisory Board is appointed for a maximum period of four years provided that unless such member of the Supervisory Board has resigned or is removed at an earlier date or unless otherwise specified in the relevant proposal for appointment, his or her term of office shall ultimately lapse immediately after the day of the first General Meeting to be held during the fourth year after 4 Corporate Governance 124 2022 UNIVERSAL REGISTRATION DOCUMENT the year of his or her appointment. An appointment can be renewed for a term of up to four years at a time. The General Meeting may suspend or dismiss a member of the Supervisory Board at all times. The Supervisory Board can make a proposal for the suspension or dismissal of a member of the Supervisory Board. If the suspension or dismissal occurs in accordance with a proposal thereto by the Supervisory Board, a resolution of the General Meeting for suspension or dismissal of a member of the Supervisory Board requires an absolute majority of the votes cast. However, such resolution of the General Meeting requires a majority of at least two-thirds of the votes cast representing more than one third of the outstanding and issued share capital, if the suspension or dismissal does not occur in accordance with a proposal by the Supervisory Board. Meetings and Decision-Making The Articles of Association provide that the Supervisory Board shall adopt resolutions by an absolute majority of the votes cast. Each member of the Supervisory Board has one vote. In the event of a tie of votes, the Chairman of the Supervisory Board has a casting vote. A member of the Supervisory Board may not participate in the deliberation and the decision-making process of the Supervisory Board if it concerns a subject in which this member of the Supervisory Board has a direct or indirect personal interest which conflicts with the interest of Euronext and its business enterprise. In such event, the other members of the Supervisory Board shall be authorised to adopt the resolution. If all members of the Supervisory Board have a conflict of interest as indicated, the resolution shall nevertheless be adopted by the Supervisory Board, notwithstanding the conflicts of interest. In 2022, no transactions have taken place in which members of the Managing Board and Supervisory Board were conflicted. Members of the Supervisory Board The Articles of Association provide that the number of members of the Supervisory Board will be determined by the Supervisory Board and will consist of at least three members. Only natural persons can be members of the Supervisory Board. In the event of a vacancy, the Supervisory Board continues to be validly constituted by the remaining member or members of the Supervisory Board. As per 1 January 2022, the Supervisory Board was composed of Piero Novelli, Dick Suimers, Diana Chan, Rika Coppens, Alessandra Ferone, Manuel Ferreira da Silva, Padraic O’Connor, Nathalie Rachou, Olivier Sichel and Morten Thorsrud. The Chairman of the Supervisory Board, Piero Novelli, is not a former member of the Managing Board of the company and is independent within the meaning of best practice provision 2.1.8 of the Dutch Corporate Governance Code. Euronext has assessed that the re-appointments to the Supervisory Board in 2022 are in compliance with the requirements as included in art. 5:29a of the Dutch Financial Supervision Act “Wet op het financieel toezicht” regarding the maximum number of Supervisory Board positions. The Supervisory Board consisted of ten members as at 31 December 2022 and was composed as follows: Piero Novelli Piero Novelli is the Chairman of the Supervisory Board, chairs the Nomination and Governance Committee and is a member of the Remuneration Committee. He was appointed to the Supervisory Board in 2021. Mr Novelli has been Co-President of the Investment Bank of UBS and a member of UBS Group Executive Board since October 2018. He was appointed Co-Executive Chairman of Global Investment Banking in 2017 and in 2016 became sole Global Head of Mergers and Acquisitions (M&A). Mr Novelli was a member of the UBS Deutschland AG Supervisory Board from 2013 to 2016. Mr Novelli rejoined UBS in 2013 as Chairman of Global M&A and Group Managing Director. From 2011 to 2012, he was Global Co-Head of M&A at Nomura, having worked as Global Head of M&A at UBS between 2004 and 2009. Before that he worked for Merrill Lynch and held the position of Head of European M&A and Head of European Industrials. Over the course of his 27- year career in investment banking, Mr Novelli has advised corporate boards on many large and complex M&A transactions across all sectors and geographic areas. He is a senior lecturer at the MIT Sloan School of Management and at Imperial College London. Mr Novelli holds a master’s degree in management from the MIT Sloan School of Management and a master’s degree in mechanical engineering from Università degli Studi di Roma La Sapienza. Dick Sluimers Dick Sluimers is the vice-chairman of the Supervisory Board, chairs the Audit Committee and is a member of the Risk Committee. He was appointed to the Supervisory Board in 2016. He is also the Chairman of the Supervisory Board of Euronext Amsterdam N.V. Mr Sluimers is the former CEO of APG Group. He currently is the chairman of the Supervisory Board of NIBC B.V. and a member of the Supervisory Board of AkzoNobel N.V., as well as a member of the board of directors of FWD Holdings Group Limited. He is a senior advisor of Bank of America, a member of the advisory boards of Quore Capital, a member of the European Advisory Board of Equitix Investment Management Ltd., and an advisor to Arrow Global Group Plc. Furthermore, Mr Sluimers is a member of the board of Governors of the State Academy of Finance and Economics and a Trustee of the Erasmus University Trust Fund. Mr Sluimers was CFO and later CEO in the management board of pension fund ABP from 2003 to 2008. Between 1991 and 2003 he held various positions at the Dutch Ministry of Finance, most recently as Director General of the Budget. Prior to that he was Deputy Director General at the Ministry of Public Health and held senior positions at the Ministry of Social Affairs and the Ministry of Finance. In addition, he was a member of the Supervisory Boards of Fokker N.V., the National Investment Bank N.V., Inter Access N.V. and ABP Insurance N.V. He was also Trustee of the International Financial Reporting Standards Foundation (IFRS), a member of the Advisory Board of Rabobank, Chairman of the board of Governors of the Postgraduate Programme for Treasury Management at the Vrije Universiteit Amsterdam, a member of the Advisory Board of Netspar and a Board member of Holland Financial Centre. Corporate Governance 2022 UNIVERSAL REGISTRATION DOCUMENT 125 He studied economics at the Erasmus University in Rotterdam and read politics at the University of Amsterdam for several years. Diana Chan Diana Chan is a member of the Supervisory Board and a member of the following committees: Audit Committee, Nomination and Governance Committee, Remuneration Committee and Risk Committee. She was appointed to the Supervisory Board in 2021. Ms Chan was most recently an Independent Director of Euroclear SA/NV. Prior to that, she was Chief Executive of European Central Counterparty Limited and European Central Counterparty N.V. (EuroCCP) from 2007 to 2018, where she played a leading role in transforming the industry. She headed EuroCCP from its inception at the start of pan-European equities clearing to it becoming the largest equities CCP in Europe through interoperability among competitors. By the time she left EuroCCP in 2018, it had become the most connected central counterparty for equities trades, with access to around 30 national stock exchanges and multilateral trading facilities where nearly 90% of equities trades are executed. Ms Chan has worked in the post-trade sector almost her entire career – gaining experience from all segments of the post-trade value chain, from market infrastructures to various intermediaries serving clients investing worldwide. From 2003 to 2015, she was an active member of industry expert groups set up by the European Central Bank, European Commission and European Securities and Markets Authority to consult and advise on post-trade issues. She contributed to the removal of complex barriers to efficient cross-border investment within the European Union. Prior to 2007, Ms Chan worked at Euroclear Operations Centre, JP Morgan, Bank of New York, and Citi. At these institutions, she had a global and regional management roles in Europe, America and Asia, with responsibilities for strategy, market policy, product management, network management and financial control. Ms Chan was born in The People’s Republic of China and is a graduate of the University of Hong Kong and Harvard Business School. Rika Coppens Rika Coppens is a member of the Supervisory Board, and was in 2022 a member of the Audit Committee and a member of the Risk Committee. As per 9 February 2023 she retired from both committees and became a member of the Remuneration Committee and the Nomination and Governance Committee. She was appointed to the Supervisory Board in 2021. Rika Coppens obtained a master’s degree in commercial engineering at the University of Leuven, whereafter she kicked off her career as audit manager at PWC and CFO at Bureau Van Dijk Computer Services. Next to that, Ms Coppens was CFO at Zenitel and EFR Group (currently Eurogarages), where she became CEO. In 2017 she moved to the HR-world as CEO of House of HR and Accent Jobs. Since October 2020 she is fully concentrating on her CEO- role at House of HR. Under her guidance, the group realised a strong growth strategy and high profitability, with a focus on specialised niche markets and innovative HR- applications. Ms Coppens has gained a vast experience in international mergers and acquisitions, audit and finance, with a keen eye for innovative business development, female entrepreneurship and ‘human resourcefulness’. She calls herself ‘missionary of work’, holding a warm plea for work as the driving force behind wellbeing and welfare. She is a sought-after speaker and opinion leader in the world of entrepreneurship and HR. Ms Coppens started in 2016 as independent director at House of HR, where she held the position of chair of the audit committee. She was also active as Board member and member of the audit committee in Realdolmen, until it was acquired by GfI Group (currently Inetum). She currently is a non-executive board member at Colruyt Group and chair of the Audit Committee and a non-executive board member at La Lorraine Bakery group. Alessandra Ferone Alessandra Ferone is a member of the Supervisory Board, a member of the Audit Committee and a member of the Risk Committee. She was appointed to the Supervisory Board in 2021. Alessandra Ferone is Chief Risk Officer at Cassa Depositi e Prestiti (CDP) Group. In addition she is a Non-Executive Director at CDP Immobiliare S.r.l., CDPI Sgr and Saipem, where she is also a member of the Remuneration and Nomination Committee. From 2016 to 2019 she served as Chief Financial Officer for the real estate business of the CDP Group. Prior to that, from 2012 to 2016 she headed the Public Interest Financing at CDP business at CDP Group. Previously, she held a number of positions within CDP, Banca OPI (Intesa SanPaolo Group), SanPaoloIMI Private Equity, BancaIMI, Telecom Italia Mobile and Coopers & Lybrand. From 2017 to 2019 she was a Non-Executive Director at SACE, the Italian Export Credit Agency. Ms Ferone holds a degree in Economics and Business (summa cum laude) from the University of Naples and obtained the chartered accountant professional qualification in Italy. Manuel Ferreira da Silva Manuel Ferreira da Silva is a member of the Supervisory Board, and was in 2022 a member of the Remuneration Committee and a member of the Nomination and Governance Committee. As per 9 February 2023 he retired from both committees and became a member of the Audit Committee and the Risk Committee. He was appointed to the Supervisory Board of Euronext N.V. in 2012. Mr Ferreira da Silva is Vice-Chairman of the board of the SERRALVES Foundation, Museum of Contemporary Art. He served for thirty-five years as a banker at Banco BPI where he was executive member of the board for the last sixteen years and the CEO of its wholly-owned investment bank. He was a member and, between 2012 and 2014, Chairman of the council of the University of Porto School of Economics and is the Vice-Chairman of the Supervisory Board of Porto Business School. He is also a member of the Audit Board of ITAÚ BBA Europe. Mr  Ferreira da Silva was member of the board of the Lisbon and Porto Stock Exchanges between 2000 and 2001 and a member of the Advisory Board of the Portuguese Securities Market Commission (CMVM) between 2001 and 2005. Between 1980 and 1989, Mr Ferreira da Silva lectured at the University of Porto School of Economics and spent two years as an assistant 4 Corporate Governance 126 2022 UNIVERSAL REGISTRATION DOCUMENT director of the Navy’s Centre of Operational Research. He graduated with a degree in Economics from the Universidade do Porto in 1980 and holds a MBA from the Nova School of Business and Economics (Lisbon, 1982). Padraic O’Connor Padraic O’Connor is a member of the Supervisory Board, a member of the Remuneration Committee and a member of the Nomination and Governance Committee. He was appointed to the Supervisory Board in 2018. He was previously the Chairman of the Irish Stock Exchange. Mr O’Connor began his career in economic roles at the Department of Finance and the Central Bank of Ireland. He was Chief Economist at NCB Group between 1987 and 1991 when he became Managing Director of the Group. He oversaw the sale of the stockbroking and corporate finance group to Nat West Bank, which completed in 1999. He became Chairman of ACC Bank in 1999 and guided its strategic reorientation and sale to Rabobank in 2002. He served on the Board of Rabobank Ireland from 2002 until 2016. Mr. O’Connor was a director of Eircom plc and Beazley plc and chaired the Boards of a number of asset management companies, including LGIM Europe Ltd and Fideuram Asset Management Ireland Ltd. He holds primary and postgraduate degrees in Economics from University College Dublin. Nathalie Rachou Nathalie Rachou is a member of the Supervisory Board, chairs the Remuneration Committee and is a member of the Nomination and Governance Committee. She was appointed to the Supervisory Board in 2019. Ms Rachou is a Non-Executive Director at Veolia Environnement (since 2012) and UBS Group (since 2020). In 1999, she founded Topiary Finance Ltd, an asset management company based in London, of which she remained the CEO until its merger with Rouvier Associés in 2015. She stayed on at Rouvier Associés-Clartan as a Senior Advisor until 2020. Prior to that, from 1978 to 1999, she held a number of positions within Banque Indosuez and Crédit Agricole Indosuez, mostly in capital markets. She was a Non-Executive Director at Laird plc from 2016 to 2018, at Société Générale from 2008 to 2020 and at Altran from 2012 to 2020. Ms Rachou has a Masters in Management at Ecole des Hautes Etudes Commerciales (HEC) and completed an executive programme at INSEAD. Olivier Sichel Olivier Sichel is a member of the Supervisory Board. He was appointed to the Supervisory Board in 2021. Olivier Sichel is a graduate from ESSEC Business School, Paris Institute of Political Science (Sciences Po Paris) and an alumnus of the ENA (National School of Administration). Starting out in 1994 as a Finance Inspector in the Ministry of Economy and Finance, he became director of a France Télécom agency in 1998. In 2000, he was appointed Chairman and CEO of Alapage.com, a pioneering e- commerce company and subsidiary of Wanadoo, whose Chairman and CEO he later became in 2002. He then oversaw the integration of the French Internet access leader into the parent company, France Télécom, where he became Executive Director of the Landline & Internet Europe Division. Having made it the number two ADSL provider worldwide, he left the company in 2006, after launching the triple play services with Livebox and VOIP. As a Partner of the venture capital firm Sofinnova from 2006 to 2012, he supervised investments in innovative tech businesses. He particularly worked on developing diverse platforms and open source stakeholders. He also performed a range of financial transfers or IPO transactions. In 2012 he became Chairman and CEO of the European leader for online shopping guides, LeGuide.com, which he sold to Kelkoo in 2016. Mindful of the oligopolistic development of the Internet, he has since committed to championing an open and humanistic European perception of the web. As such, in 2015, he founded the Digital New Deal Foundation, a think- tank dedicated to the tech sector which proposed a Digital Pact to the presidential election candidates. Since January 2018, he has been Deputy CEO of Caisse des Dépôts et Consignations, overseeing the group’s strategic subsidiaries and holdings (seating on the Board of some of them including La Poste, Transdev, or CDC Habitat). In May 2018, he also became Head of CDC’s Banque des Territoires, providing financing and advisory to local administrations, corporates, and projects throughout France. Morten Thorsrud Morten Thorsrud is a member of the Supervisory Board, chairs the Risk Committee, and a member of the Audit Committee. He was appointed to the Supervisory Board in 2019. Mr Thorsrud is the President and CEO of If P&C Insurance Company, a position he has held since 2019. He has been with the company in various roles since 2002. In addition, he has been a member of the Sampo Group Executive Committee since 2006, a member of the Sampo Managing Directors Committee, a member of the Board of Hastings Group since 2020 and a member of the Board of Topdanmark since 2019, all part of the Sampo Group. He is also a member of the Board of Finance Norge, the Norwegian industry association for Norwegian Financial institutions. Previously, from 1996 to 2002, he was with McKinsey & Company, most recently as an Associate Partner. Mr Thorsrud has a Master of Business and Economics from the Norwegian School of Management. Corporate Governance 2022 UNIVERSAL REGISTRATION DOCUMENT 127 The table below contains information on the members of the Supervisory Board that has not been included above (also as at 31 December 2022). Name Age Gender Nationality Profession Member since Independent/ non-independent End of current term Piero Novelli 57 Male Italian Banker 11/05/2021 Independent 2025 Dick Sluimers 69 Male Dutch Economist 14/07/2016 Independent 2024 Diana Chan 68 Female American Director 09/09/2021 Non-independent 2025 Rika Coppens 50 Female Belgian Director/CEO 09/09/2021 Independent 2025 Alessandra Ferone 52 Female Italian Business Consultant 09/09/2021 Non-Independent 2025 Manuel Ferreira da Silva 65 Male Portuguese Director 15/03/2014 Independent 2024 Padraic O’Connor 73 Male Irish Economist 06/06/2018 Independent 2026 Nathalie Rachou 65 Female French Director 05/11/2019 Independent 2023 Olivier Sichel 55 Male French Director 09/09/2021 Non-independent 2025 Morten Thorsrud 51 Male Norwegian Director/CEO 05/11/2019 Independent 2023 Three members of the Supervisory Board, namely Diana Chan, Alessandra Ferone and Olivier Sichel, were proposed by the Company’s Reference shareholders, who as a group hold more than ten percent of the Company’s shares. The Company regards these three members of the Supervisory Board as non-independent within the meaning of the Dutch Corporate Governance Code. The background of the presence of three non-independent members in Euronext’s Supervisory Board is related to the wish of Euronext College of Regulators for Euronext to have a number of stable, long- term shareholders. As of 1 January 2022 legislation is in place expecting Dutch large companies to represent at least one third of men and women on the supervisory board (Wet ingroeiquotum en streefcijfers). This new bill also includes an obligation for large companies in general to strive for appropriate and ambitious targets for the top and sub top of the company. Euronext aims at representing at least 40% of each gender at its Supervisory Board. The new law will be evaluated five years after its introduction. Euronext meets the gender diversity targets with respect to the Supervisory Board, as four of the ten members are women. Euronext will continue to promote gender diversity within its Supervisory Board by taking into account all relevant selection criteria including, but not limited to, gender balance, with regard to future appointments. During 2022, no Supervisory Board member acted as a delegated Supervisory Board member, nor was any Supervisory Board member involved in Euronext’s management. There were no transactions in which there were conflicts of interest with the members of the Supervisory Board that were of material significance to Euronext and/or to any of its subsidiaries during the 2022 financial year. Euronext’s Articles of Association provide for an indemnity for each present or former member of the Managing Board and each present or former member of the Supervisory Board against all costs, charges, losses and liabilities incurred by them in the proper execution of their duties or the proper exercise of their powers in any such capacities in the Company including, without limitation, any liability incurred in defending proceedings in which judgment is given in their favour or in which they are acquitted, or which are otherwise disposed of without a finding or admission of material breach of duty on their part, other than cases of willful misconduct or gross negligence (opzet of grove nalatigheid). The Supervisory Board is supported by Euronext N.V.’s Company Secretary, Sylvia Andriessen. Euronext N.V.’s registered address serves as the business address for all members of the Supervisory Board, being Beursplein 5, 1012 JW, Amsterdam, the Netherlands. Committees of the Supervisory Board Audit Committee Throughout 2022, the Audit Committee was composed of Dick Sluimers, Diana Chan, Rika Coppens, Alessandra Ferone and Morten Thorsrud. The Audit Committee has a majority of independent members and has been chaired by Dick Sluimers throughout the year. As per 9 February 2023, Rika Coppens was succeeded by Manuel Ferreira da Silva. Dick Sluimers, Alessandra Ferone, Manuel Ferreira da Silva and Morten Thorsrud are all identified as members of the Audit Committee having knowledge of accounting and/or audit of financial statements. The Audit Committees assists the Supervisory Board in supervising and monitoring the Managing Board by advising on matters such as the compliance by Euronext with applicable laws and regulations, Euronext’s disclosure of financial information, including its accounting principles, the recommendation for the appointment of Euronext’s external auditor to the General Meeting, the recommendations from Euronext’s internal auditor and external auditor, and the review of the internal risk management and control systems and IT and business continuity safeguards, as well as technologies and security issues. The roles and responsibilities of the Audit Committee as well as the composition and the manner in which it discharges its duties are set out in the charter of the Audit Committee included in the regulations of the Supervisory Board. The Audit Committee will meet as often as the Chairman of the Audit Committee or a majority of the members of the Audit Committee deems necessary but in any event at least twice a year. Risk Committee Throughout 2022, the Risk Committee was composed of Morten Thorsrud, Diana Chan, Rika Coppens, Alessandra Ferone and Dick Sluimers. The Risk Committee has been chaired by Morten Thorsrud throughout the year. As per 9 February 2023, Rika Coppens was succeeded by Manuel Ferreira da Silva. 4 Corporate Governance 128 2022 UNIVERSAL REGISTRATION DOCUMENT The Risk Committee assists the Supervisory Board in supervising and monitoring the Managing Board by advising on matters such as the current and future risk exposures of the Group, reviewing and approving the Group’s risk management framework, monitoring its effectiveness and adherence to the various risk policies. The roles and responsibilities of the Risk Committee as well as the composition and the manner in which it discharges its duties are set out in the charter of the Risk Committee included in the rules of procedure of the Supervisory Board. The Risk Committee will meet as often as the chairman of the Risk Committee or a majority of the members of the Risk Committee deems necessary but in any event at least two times a year. Nomination and Governance Committee Throughout 2022, the Nomination and Governance Committee was composed of Piero Novelli, Diana Chan, Manuel Ferreira da Silva, Padraic O’Connor and Nathalie Rachou. The Nomination and Governance Committee has been chaired by Piero Novelli throughout the year. As per 9 February 2023, Manuel Ferreira da Silva was succeeded by Rika Coppens. The responsibilities of the Nomination and Governance Committee relating to selection and appointment include recommending criteria and procedures to the Supervisory Board for the selection of candidates to the Managing Board and the Supervisory Board and its Committees, identifying and recommending to the Supervisory Board candidates eligible to serve on the Managing Board and the Supervisory Board and its Committees, establishing and overseeing self-assessment by the Managing Board and the Supervisory Board and its Committees, conducting timely succession planning for the CEO and the other positions of the Supervisory Board and the Managing Board and reviewing and evaluating the size, composition, function and duties of the Managing Board and the Supervisory Board, consistent with their respective needs. The responsibilities of the Nomination and Governance Committee relating to governance include the supervision and evaluation of compliance with the Dutch Corporate Governance Code. The roles and responsibilities of the Nomination and Governance Committee as well as the composition and the manner in which it discharges its duties are set out in the charter of the Nomination and Governance Committee included in the regulations of the Supervisory Board. The Nomination and Governance Committee will meet as often as necessary and whenever any of its members requests a meeting. Remuneration Committee Throughout 2022, the Remuneration Committee was composed of Nathalie Rachou, Diana Chan, Manuel Ferreira da Silva, Piero Novelli, Padraic O’Connor. The Remuneration Committee has been chaired by Nathalie Rachou throughout the year. As per 9 February 2023, Manuel Ferreira da Silva was succeeded by Rika Coppens. The responsibilities of the Remuneration Committee include analysing the possible outcomes of the variable remuneration components and how they may affect the remuneration of the members of the Managing Board, preparing proposals for the Supervisory Board concerning remuneration policies for the Managing Board to be adopted by the General Meeting, preparing proposals for the Supervisory Board concerning the terms of the service agreements and total compensation of the individual members of the Managing Board, preparing proposals for the Supervisory Board concerning the performance criteria and the application thereof for the Managing Board, preparing proposals for the Supervisory Board concerning the approval of any compensation plans in the form of share or options, reviewing the terms of employment and total compensation of employees directly reporting to the Managing Board and the total compensation of certain other specified employees, defined in consultation with the Managing Board, overseeing the total cost of the approved compensation programmes, preparing and publishing on an annual basis a report of its deliberations and findings and appointing any consultant in respect of executive remuneration. The roles and responsibilities of the Remuneration Committee as well as the composition and the manner in which it discharges its duties are set out in the charter of the Remuneration Committee included in the regulations of the Supervisory Board. The Remuneration Committee will meet as often as necessary and whenever any of its members requests a meeting. Other than as set out in section 2.1 - Risk Factors above and in accordance with provision 2.1.10 of the Dutch Corporate Governance Code, the Supervisory Board complies with the requirements of independence, as set out in the best practice provisions 2.1.7 - 2.1.9 of the Code. 4.2.3Managing Board The Managing Board is responsible for the day-to-day management of the operations of Euronext and is supervised by the Supervisory Board. As described in the Articles of Associations, the Managing Board is required to inform or seek approval from the Supervisory Board depending on the matter. In performing their duties, the members of the Managing Board must act in the interest of Euronext and that of its business. The Managing Board, as a whole or represented by two of its members, is authorised to represent Euronext. In addition, specific authorisations to other senior members of staff are in place. As per the rules of procedure of the Managing Board, the Managing Board consists of the Chief Executive Officer (“CEO”) of the Euronext group, the Chief Operating Officer ("COO") of the Euronext Group, the Head of Global Sales and the CEOs of the local exchanges. The members of the Managing Board are appointed by the General Meeting only in accordance with a proposal of the Supervisory Board or upon a binding nomination by the Supervisory Board. Prior to making a nomination, the proposed nomination must be submitted to the College of Regulators and the Dutch Ministry of Finance for approval. The Managing Board shall adopt resolutions by an absolute majority of the votes cast knowing that conflicted members cannot participate and that the Chairman of the Managing Board has a casting vote. The following matters require the approval of the Supervisory Board: ■issue and acquisition of shares in the capital of Euronext and debt instruments issued by it or of debt instruments issued by a limited partnership or general partnership of which Euronext is a fully liable partner; Corporate Governance 2022 UNIVERSAL REGISTRATION DOCUMENT 129 ■application for admission of such shares to trading on a regulated market or a multilateral trading facility as described in section 1:1 of the Dutch Financial Supervision Act or a similar system comparable to a regulated market or multilateral trading facility from a state which is not a member state or the withdrawal of such admission; ■a proposal to reduce the issued share capital; ■entering into or terminating a long-term cooperation with a legal entity or company or as fully liable partner in a limited partnership or general partnership, if such cooperation or termination is of major significance to Euronext; ■the acquisition or disposal of a participating interest in the capital of a company, if the participating interest represents an amount of at least €50 million or such greater amount as the Supervisory Board may determine from time to time and communicates to the Managing Board in writing; ■other investments representing an amount of at least of €25 million or such greater amount as the Supervisory Board may determine from time to time and communicates to the Managing Board in writing; ■a proposal to amend the Articles of Association; ■a proposal to dissolve Euronext; ■a proposal to conclude a legal merger or a legal demerger or to convert Euronext in another legal form; ■application for bankruptcy and for suspension of payments; ■termination of the employment of a considerable number of employees at the same time or within a short period of time; ■far-reaching changes in the employment conditions of a significant number of employees, or far-reaching changes in management incentive schemes or pension schemes; ■the annual budget for the next financial year, including the underlying budgets of the Euronext Market Subsidiaries; and ■proposed investments not covered by the budgets referred to in the preceding paragraph, including proposed investments submitted to the Managing Board by any of the local exchanges, in each case involving an amount greater than such amount as the Supervisory Board may determine from time to time and communicates to the Managing Board in writing. Additionally, pursuant to Dutch law, resolutions of the Managing Board involving a major change in Euronext’s identity or its business require the prior approval of the General Meeting and the Supervisory Board, which in any case include: ■the transfer of the enterprise or practically the whole enterprise to third parties; ■the entering into or the termination of a long-term joint cooperation with another legal entity or company or as fully liable partner in a limited partnership or a general partnership if this cooperation or termination of such a cooperation is of major significance to Euronext; ■the acquisition or disposal of a participating interest in the capital of a company having a value of at least one-third of the amount of the assets according to the balance sheet with explanatory notes thereto, or if Euronext prepares a consolidated balance sheet, according to such consolidated balance sheet with explanatory notes in the last adopted annual accounts. The Rules of Procedure of the Managing Board provide that the Managing Board of a Euronext Market Subsidiary has the right to reject a resolution by the Managing Board if such resolution solely or principally has an impact on the exchange operated by such Euronext Market Subsidiary and such impact is material or of strategic importance for the Exchange operated by such Euronext Market Subsidiary. Each member of the Managing Board of such Euronext Market Subsidiary has the right to request that the item is placed on the agenda of the Supervisory Board of Euronext. The Supervisory Board shall then discuss the matter with the Managing Board of Euronext, and consider the arguments of the Managing Board of the Euronext Market Subsidiary, following which the Supervisory Board will take a final and binding decision on the matter. Appointment and Dismissal Members of the Managing Board are appointed by the General Meeting of shareholders (i) in accordance with a proposal of the Supervisory Board or (ii) from a binding nomination to be drawn up by the Supervisory Board. The General Meeting of shareholders may suspend or dismiss a member of the Managing Board at all times. Managing Board members may also be suspended by the Supervisory Board. Members of the Managing Board The table below lists the members of the Managing Board at 31 December 2022. 4 Corporate Governance 130 2022 UNIVERSAL REGISTRATION DOCUMENT Name Age Position Appointed on Stéphane Boujnah 58 Group CEO 4 November 2015 Øivind Amundsen 55 CEO Oslo Børs 14 May 2020 Delphine d'Amarzit 49 CEO Euronext Paris 27 May 2021 Daryl Byrne 51 CEO Euronext Dublin 24 October 2018 Simone Huis in ‘t Veld 52 CEO Euronext Amsterdam 5 November 2019 Fabrizio Testa 54 CEO Borsa Italiana 18 May 2022 Chris Topple 53 CEO Euronext London & Head of Global Sales 24 October 2018 Isabel Ucha 57 CEO Euronext Lisbon 16 May 2019 Vincent Van Dessel 64 CEO Euronext Brussels 15 March 2014 On 1 January 2022, the Managing Board was composed of Stéphane Boujnah (Chairman), Øivind Amundsen, Daryl Byrne, Delphine d'Amarzit, Simone Huis in ‘t Veld, Georges Lauchard, Chris Topple, Isabel Ucha and Vincent Van Dessel. At the Annual General Meeting held on 18 May 2022, Fabrizio Testa was appointed to the Managing Board. Georges Lauchard resigned from the Managing Board with effect from 10 June 2022. The appointment of his successor, Manuel Bento, is on the agenda of the Annual General Meeting to be held on 17 May 2023. The member of the Managing Board who was appointed before Euronext N.V. became a listed company was appointed for an indefinite period of time; the appointments that occurred since were made in compliance with the Dutch Corporate Governance Code for four years terms. All appointments’ terms will progressively be compliant with the Dutch Corporate Governance Code. Euronext’s registered address serves as the business address for all members of the Managing Board, being Beursplein 5, 1012 JW, Amsterdam, the Netherlands. 58 Nationality: French First appointment: 2015 Second appointment: 2019 Location: Paris Stéphane Boujnah CEO and Chairman of the Managing Board Previous experiences: Head of Santander Global Banking and Markets for continental Europe Biography: Stéphane Boujnah has been the CEO of Euronext and Chairman of the Managing Board of Euronext since 2015. Before joining Euronext, Mr Boujnah was Head of Santander Global Banking and Markets for continental Europe. From 2005 to 2010, he was Managing Director at Deutsche Bank responsible for the development of the investment banking operations in France. Previously he founded KM5 Capital, an advisory company specialised in equity raising and M&A advice for venture capital funds and innovative technology companies. From 2000 to 2002, he was Director of the European M&A team of Credit Suisse First Boston Technology Group in Palo Alto and London. From 1997 to 1999, Mr Boujnah was senior adviser to the French Minister for Economy, Finance and Industry. He began his career in 1991 as a business lawyer at Freshfields. Mr Boujnah was a member of the Commission pour la Liberation de la Croissance Française established by the then President Nicolas Sarkozy in 2007. He is founder and Vice-President of the Board of directors of the think tank En Temps Réel and President of the board of directors of Accentus and Insula Orchestra, a non- profit cultural initiative. He is also a member of the Board of Euronext Dublin and member of the Board of Borsa Italiana. He graduated from the Institut d’Etudes Politiques de Paris. He holds a Master degree and a DEA in Law from La Sorbonne Paris, a LLM in Law from the University of Kent, and a MBA from Insead. Other current mandates: ■Member of the Board of Euronext Dublin ■Member of the Board of Borsa Italiana ■Vice-President of the Board of directors of the think tank En Temps Réel ■President of the Board of directors of Accentus and Insula Orchestra Corporate Governance 2022 UNIVERSAL REGISTRATION DOCUMENT 131 Age: 55 Nationality: Norwegian First appointment: 2020 Location: Oslo Øivind Amundsen CEO of Oslo Børs Previous experiences: Executive Vice President Primary Markets and Legal Affairs on Oslo Børs Biography: Mr Amundsen took up his position as President and Chief Executive Officer of Oslo Børs on 1 February 2020. He came to Oslo Børs in 2010 as Executive Vice President Primary Market and Legal Affairs. He has former positions as partner in the lawfirm Selmer working with Public Equity Capital Transactions and Executive Vice President Corporate Affairs in KLP. Prior to this he worked, among others, several years as lawyer in the legal department with Oslo Børs. Mr Amundsen is Cand. jur from the University in Bergen, Authorised Financial Analyst from The Norwegian School of Economics and Business Administration in addition to higher officer from the Norwegian Naval Academy. Other current mandates: ■Chairman of the Board of NOTC ■Chairman of the Board of Fish Pool ■Member of the Board of Singapore Norway Chamber of Commerce Age: 49 Nationality: French First appointment: 2021 Location: Paris Delphine d'Amarzit CEO of Euronext Paris Previous experiences: Deputy CEO of Orange Bank Biography: Delphine d’Amarzit is Euronext Paris CEO since May 2021. She joined from Orange Bank where, as Deputy CEO since 2016, she was responsible for the oversight of the Operations, Finance, Risk and Compliance functions. Delphine d’Amarzit holds an extensive knowledge of European and French capital markets, notably having held senior positions within the French Treasury Department for several years with responsibilities for capital markets development, European financial regulation, and corporate financing. From 2007 to 2009, she was also in charge of financial and economic affairs at the office of the French Prime Minister where she participated in the definition of the public response to the financial crisis, rescue package and recovery plans and coordinated the action on all matters related to economic reform and financial services. Delphine d’Amarzit graduated from Institut d’Etudes Politiques de Paris, holds a Master’s degree in Business law from Paris I Pantheon-Sorbonne and is an alumna of the French National School of Administration. Other current mandates: ■Member of the Board of MTS ■Member of the Board of Euroclear Holding ■Member of the Board of Euroclear SA ■Member of the Board of Institut Pasteur 4 Corporate Governance 132 2022 UNIVERSAL REGISTRATION DOCUMENT Age: 51 Nationality: Irish First appointment: 2018 Location: Dublin Daryl Byrne CEO of Euronext Dublin Previous experiences: Chief Regulatory Officer of Euronext Dublin Biography: Daryl Byrne became the CEO of Euronext Dublin in 2018. He joined the Irish Stock Exchange in 2000 and has held a number of senior management roles. Since 2011, as Chief Regulatory Officer, he was responsible for Euronext Dublin’s regulatory functions and operations relating to the listing of financial instruments on Euronext Dublin’s markets, as well as regulatory advocacy. Mr Byrne was instrumental in the development of Euronext Dublin’s global markets for securities. Previously he held the position of Head of Strategy Planning and Brand.. Mr Byrne is a member of the Advisory Group of Balance for Better Business. He participated on the ESMA Corporate Finance Standing Committee Consultative Working Group, the European Corporate Governance Codes Network, the Irish REITs Forum and the Company Law Review Group. Mr Byrne is a Fellow Chartered Accountant and holds a Bachelor of Business Studies degree from Trinity College Dublin. Other current mandates: ■Member of the Board of Euronext Dublin ■Member of the Board of MTS Age: 54 Nationality: Italian First appointment: 2022 Location: Milan Fabrizio Testa CEO of Borsa Italiana Previous experiences: CEO of MTS Biography: Mr Testa was appointed CEO of Borsa Italiana in 2021. Prior to that he spent several years at MTS where he covered several senior roles and contributed to the successful launch of BondVision, the MTS Dealer to Client market. After taking the role of Head of Product Development he was appointed CEO in 2014 and joined the extended Managing Board of Euronext in April 2021, following the acquisition of the Borsa Italiana Group. Previously Mr Testa was Head of Money Market Desk at Bank of America Milan – a role that gave him extensive knowledge of the European fixed income markets. He then moved on to cover short-term Euro government bonds as a senior bond trader at Bank of America London branch. Currently he represents Euronext in the FICC Market Standards board and in 2017 he joined the Expert Group on Corporate Bond Market Liquidity of EC-FISMA. Mr Testa served as Second Lieutenant in the Italian Carabinieri prior to graduating in Economics & Finance at “Bocconi” University in Milan. Other current mandates: ■Member of the Board of Euronext Holding Italia ■Member of the Board of Borsa Italianal ■Member of the Board of MTS Age: 51 Nationality: Dutch First appointment: 2019 Location: Amsterdam Simone Huis in ‘t Veld CEO of Euronext Amsterdam Previous experiences: Managing Director and Country COO of Deutsche Bank NL Biography: Simone Huis in ‘t Veld is CEO of Euronext Amsterdam and member of the Managing Board of Euronext N.V. since 2019. She joined Euronext from her position as Managing Director and Country COO of Deutsche Bank in the Netherlands. In that role she was responsible for the oversight of the Operations, Finance, Risk, Compliance, Legal and Regulatory Affairs functions. She holds an extensive knowledge of the European and Dutch Financial markets. Her previous professional experience includes over twenty years of senior management experience in the financial sector (Deutsche Bank, ABN AMRO, Rabobank), of which over fourteen years in Executive/Board roles in an international environment. She holds a Master’s degree in Sociology from the University of Amsterdam and participated in several (non)executive management courses (Nyenrode Business University and London Business School, among others). Other current mandates: ■Member of the Board of MTS ■Member of the Board of VNO-NCW ■Member of the Board of the Dutch Securities Institute ■Member of the Advisory Panel of the Autoriteit Financiële Markten Corporate Governance 2022 UNIVERSAL REGISTRATION DOCUMENT 133 Age: 53 Nationality: British First appointment: 2018 Location: London Chris Topple CEO of Euronext London, Head of Global Sales Previous experiences: Co-head of Societe Generale Prime Services Biography: Chris Topple joined Euronext as CEO of Euronext London and Head of Global Sales in 2018. Previously, Mr Topple has been co-head of Societe Generale Prime Services, a global multi-asset, multi-instrument prime brokerage proposition, including financing, custody and execution. Mr Topple joined Newedge from Lehman Brothers / Nomura in 2012, where he spent five years as Co-Head of Prime Brokerage Sales. Prior to Lehman Brothers, he worked for JP Morgan from 1993 to 2005 in a variety of senior roles, including Global Head of Electronic Trading Sales across Fixed Income, European Head of Fixed Income Prime Brokerage Sales and Head of European Clearing Sales. Mr Topple holds a BSc in European Business with Technology Politecnico di Torino from Italy and Brighton Polytechnic. Other current mandates: ■CEO of Euronext FX ■CEO of Euronext UK Holdings ■Member of the Board of MTS and EuroMTs ■Member of the Board of Euronext US ■Member of the Board of Euronext FX Singapore ■Chairman of the Board of Commcise Software ■Chairman of the Board of Nord Pool Holding AS ■Chairman of the Board of Nord Pool European Market Coupling Operator Age: 57 Nationality: Portuguese First appointment: 2019 Location: Lisbon Isabel Ucha CEO of Euronext Lisbon Previous experiences: Advisor for Economic Affairs to the Portuguese Prime Minister Biography: Isabel Ucha is CEO of Euronext Lisbon and Member of the Board of Interbolsa (Euronext Securities Porto), the Custody and Settlement service provider (CSD) for the Portuguese market. Having joined the Portuguese Stock Exchange in 2008, her previous professional experience includes several senior roles, including serving as Advisor for Economic Affairs to the Prime Minister, Head of Issuing and Markets at the Portuguese Treasury and Debt Management Agency (IGCP), and at the Portuguese securities market regulator (CMVM). Ms Ucha has also been an assistant lecturer at Universidade Católica, teaching different economic and financial programs (Economics, Corporate Finance, Economics of Finance, Economics of Regulation, European Economics, Portuguese Economy, Corporate Governance). Ms Ucha holds a degree in Economics from Universidade Católica and a Masters in Economics from Universidade Nova, as well as a Masters in Finance from London Business School Other current mandates: ■Member of the Board of Verdipapirsentralen ■Member of the Board of Interbolsa 4 Corporate Governance 134 2022 UNIVERSAL REGISTRATION DOCUMENT 64 Nationality: Belgian First appointment: 2014 Location: Brussels Vincent Van Dessel CEO of Euronext Brussels Previous experiences: Various positions within Euronext Brussels Biography: Vincent Van Dessel has been the CEO of Euronext Brussels since 2009. From 2003 to 2009, Mr Van Dessel was General Manager of Euronext Brussels. From 2000 to 2003, he was Chairman of the Market Authority of the Brussels Exchanges, responsible for members’ admission, listing, company information and the supervision of the markets. Upon the merger of the Amsterdam, Paris and Brussels exchanges into Euronext in 2000, he became member of the Executive Committee of Euronext N.V. Group. He joined the Brussels Stock Exchange in 1992 as Director Markets and Listing and later became member of the Managing Board of the Brussels Exchanges. Mr Van Dessel started his career as a stockbroker in 1984. He has an MSc in Applied Economics from KU Leuven University and is also a regular guest lecturer at several universities, including the Paris Sorbonne. He has also been a member of the Euribor Steering Committee. Other current mandates: ■Chairman of the Board of Stichting Euronext Foundation Senior Management Sylvia Andriessen Sylvia Andriessen is the General Counsel and Corporate Secretary of the Company. She has more than 25 years of experience in various international legal functions both in listed, private equity and privately owned companies. On 1 September 2018 Ms Andriessen joined the Euronext group as Deputy General Counsel, and became General Counsel as per 20 December 2019. Prior to joining Euronext she was the Chief Legal Officer of the commodity trading group Nidera, based in Rotterdam/Geneva, including responsibility for ESG and Insurance, and Deputy GC of COFCO International. Before her role at Nidera/COFCO, Ms Andriessen was General Counsel and part of the Executive Management Committee at the Odigeo Group based in Barcelona, and General Counsel at the Provimi Group based in Rotterdam. Before that during a period of 17 years she held various Legal and General Counsel positions at Unilever in Rotterdam and London, with special focus on Mergers and Acquisitions, Restructuring and Corporate Governance. Ms Andriessen is a member of the boards of Stichting Euronext Foundation. Anthony Attia Anthony Attia is the Global Head of Primary Markets and Post Trade of Euronext. He served as Chairman and CEO of Euronext Paris from 2014 to 2020, while also in charge of the equity listing and post trade businesses for the Group. In addition, he has led the successful development of Euronext’s Optiq® trading platform from 2017 to 2019. From 2009 to 2013, based in New York, he served as Senior Vice- President and Chief of Staff at NYSE Euronext. Areas of responsibilities included strategy, technology and integration. In 2004, he was appointed as Executive Director, Head of Operations for Euronext. At the creation of Euronext in 2000, he was the Programme Director for the integration of the French, Belgian and Dutch exchanges. Mr Attia began his career in the Paris stock Exchange in 1997. In 2020, he was recognised by Business Insider as one of 100 people transforming business, driving change and innovation in their companies and across industries. He holds an Engineering degree in computer science, applied mathematics and finance. He is a member of the Boards of Euronext Clearing and Euronext Dublin. He serves as Chairman of the Board of Directors of Elite Spa and Elite Sim. He is also the Vice- President of FESE, the Federation of European Securities Exchanges. Manuel Bento Manuel Bento is Chief Operating Officer of Euronext. His appointment as a member of the Managing Board of Euronext N.V. will be on the agenda of the Annual General Meeting to be held on 17 May 2023. Mr Bento previously held the position of CEO of Euronext Technologies in Porto and CTO IT Transversal. In the last six years, he held various technology and operations positions, and led major transformation programmes within Euronext since joining in 2016. He has been responsible for delivering several critical projects such as the setup of the Porto technology centre, the development of Euronext cyber security platform, the integration of new capital markets and companies into Euronext group, including the migration of the Norwegian markets onto the Optiq® platform. Camille Beudin Camille Beudin is Head of Strategic Development and Mergers & Acquisitions at Euronext. Mr Beudin joined Euronext in 2016 to lead the external growth and the strategic development of Euronext. Before joining Euronext, Mr Beudin spent 8 years in the investment banking industry working on corporate finance products such as mergers & acquisitions, equity capital markets advisory and structuring of financing solutions. He was notably Vice President in the Investment Banking Division of Deutsche Bank between 2012 and 2016 and an Associate at Royal Bank of Scotland prior to that. He graduated from EDHEC Business School with a Master in Management. Mr Beudin is a director notably of Oslo Børs ASA, Euronext Holding Italia S.p.A. and Nord Pool Holding AS. Simon Gallagher Corporate Governance 2022 UNIVERSAL REGISTRATION DOCUMENT 135 Simon Gallagher is Head of Cash and Derivatives at Euronext, with overall P&L responsibility for these activities, including the product offer, market model, strategy, pricing and liquidity programmes. Prior to this role, he held several positions within Euronext in Corporate Finance and Strategy, and occupied various roles in the oil and gas sector. He is a CFA charter-holder, holds an MBA from the University of Birmingham and has degrees in Economics from the University of Surrey and in Philosophy from the Open University. Mr Gallagher is a member of the boards of Oslo Børs and Cassa di Compensazione e Garanzia. Amaury Houdart Amaury Houdart is the Chief Talent Officer of the Company. He leads the Human Resources function and strategic initiatives related to employee engagement, talent development, and organisational changes across Euronext. Mr Houdart joined Euronext in 2016. Prior to joining Euronext, Mr Houdart was Group Director of Human Resources and Employee Shareholding at Groupe Steria SCA, a leading European IT services company. In his earlier roles, he was Business Consulting Manager, Mergers & Acquisitions Director and then Human Resources Director at Unilog LogicaCMG, a leading international IT services company. Mr Houdart graduated from Paris Dauphine University in International Affairs. Giorgio Modica Giorgio Modica is the Chief Financial Officer of the Company. He joined Euronext in 2016. His responsibilities include both Euronext’s financial and corporate facilities and services. Mr Modica joined from BNP Paribas (Paris and Milan), where he was a senior Corporate Finance banker in Financial Institutions for nine years, holding the responsibility for the Stock Exchange sector globally and for the overall FIG markets in Italy and Spain. In over fifteen years of international investment banking experience, Mr Modica covered both M&A and ECM, as well as the structuring of financing solutions (equity and debt). Since 2011, as advisor to NYSE Euronext and then Euronext, Mr Modica has supported the Euronext group very closely throughout its key milestone transactions, including the attempted combination with Deutsche Börse, the carve-out of Euronext and its subsequent IPO. Mr Modica started his career at the venture capitalist firm MyQube in Geneva, and then moved to investment banking at HSBC in Milan and MCC/Capitalia in Rome. Mr Modica graduated cum-laude from Bocconi University and holds a Master in Finance from SDA Bocconi. He is a director of Borsa Italiana, Cassa di Compensazione e Garanzia, Euronext Holding Italia, Monte Titoli, MTS, Oslo Børs, Euronext UK Holdings Ltd, Euronext FX Inc., and Euronext Dublin. Angelo Proni Angelo Proni is CEO of MTS SpA and EuroMTS Ltd. He was born in Milan, and grew up in London and Brussels before returning to Milan where he graduated in Economics from Bocconi University. He initially worked in London for 4 years at LIFFE, then spent 3 years in Milan working for Deutsche Bank in Asset Management and Private Banking. Mr Proni joined MTS in early 1999 and has covered a series of positions – he initially led the projects for establishing MTS domestic market companies across Europe and then moved on to become MTS Head of Client and Market Relations. Following that, he spent a year as CEO of CoredealMTS, and after its merger with EuroMTS, moved back to EuroMTS as Head of New Markets, where he was responsible for the launch of further MTS domestic interdealer markets, as well as leading several other strategic initiatives, such as the consolidation of European MTS domestic market companies. He also managed the launch, in partnership with the JSE, of South Africa’s electronic trading system for local Government bonds, as well as being closely involved in the preparations for MiFID II and Brexit. Most recently he covered the role of Head of New and Domestic Markets for MTS, and Membership Officer for EuroMTS Ltd. He is also a member of the boards of MTS France and MTS Associated Markets (Belgium, Finland and Denmark). Diversity Until 1 January 2020 Dutch law required large Dutch companies to pursue a policy of having at least one third of the seats on both the Managing Board and the Supervisory Board held by men and at least one third of those seats held by women. Following a report of the Dutch “Sociaal Economische Raad”, the gender diversity ambitions have been codified in the Wet ingroeiquotum en streefcijfers. In accordance with new legislation, Euronext strives for appropriate and ambitious diversity targets at the top and sub top. Euronext aims at representing at least 30% of women at its Managing Board and Senior Leadership Team and 40% at its Supervisory Board. Euronext qualifies as a large Dutch Company and complies with its gender diversity targets with respect to the Managing Board, as three of its ten10 members were female as at 31 December 2022, and the Supervisory Board as 4 out of 10 members were female as at 31 December 2022. Euronext complies with its gender diversity targets with respect to the Senior Leadership team in 2022 that was composed of 34% of women. The balance of country representation was the following: 40% France, 21% Italy, 9% the Netherlands, 7% United Kingdom, 6% Norway, 6% Ireland, 4% Denmark, 4% Portugal, and 4% Belgium. The average age of this group is 48  years. Euronext will continue to promote diversity within its Managing Boards by taking into account all relevant selection criteria including, but not limited to, gender balance, with regard to future appointments. Euronext management gender diversity as of December 2022 Managing Board Supervisory Board Senior Leadership Team Men 7 6 54 Women 3 4 28 4 Corporate Governance 136 2022 UNIVERSAL REGISTRATION DOCUMENT 10 Including Manuel Bento, whose membership in the Managing Board is subject to regulatory and shareholder approval 4.3REPORT OF THE SUPERVISORY BOARD 4.3.1Meetings The Supervisory Board met ten times in 2022: there were four in-person meetings, and seven meetings by videoconferencing. The Supervisory Board discussed amongst others the following topics: the quarterly, half year and full year results, the dividend proposal, the 2023 budget and forecast, the agendas of the General Meetings, including the nomination for appointments and re-appointments to the Supervisory Board and the Managing Board, the nomination of the external auditor, the strategy, the implementation of the strategy and the principal risks associated with it, the risk profile, M&A opportunities, the integration of the Borsa Italiana Group, the migration of the Core Data Centre, the clearing strategy, and the impacts and developments of the Covid-19 pandemic. It monitored the activities of the Managing Board with regard to creating a culture aimed at long-term value creation for the company and its affiliated enterprise, and with regard to procedures for reporting actual or suspected irregularities. It also discussed the items that its committees reported on, and their deliberations and findings. Among those items were, in addition to the items mentioned above, the investor base, the share price development, the internal and external audit planning and reports, litigations, annual performance criteria, compensation programs, the evaluation and assessment of the Managing Board and the Supervisory Board, the composition of the Managing Board, the composition and rotation schedule of the Supervisory Board and succession planning. The personal information of the individual Supervisory Board members can be found in paragraph 4.2.2. The composition of the Supervisory Board and its committees is in line with the independence standards as set by articles 2.1.7 and 2.1.9 of the Dutch Corporate Governance Code. Diana Chan, Alessandra Ferone and Olivier Sichel are considered non-independent Supervisory Board members. 4.3.2Supervisory Board Attendance Record On average, 97.00% of the Supervisory Board members were present at the Supervisory Board meetings. In 2022, ten Supervisory Board meetings were held. Name Attended Absence ratio Piero Novelli 10 out of 10 meetings 0.00% Dick Sluimers 10 out of 10 meetings 0.00% Diana Chan 10 out of 10 meetings 0.00% Rika Coppens 10 out of 10 meetings 0.00% Alessandra Ferone 8 out of 10 meetings 20.00% Manuel Ferreira da Silva 10 out of 10 meetings 0.00% Padraic O’Connor 10 out of 10 meetings 0.00% Nathalie Rachou 10 out of 10 meetings 0.00% Olivier Sichel 9 out of 10 meetings 10.00% Morten Thorsrud 10 out of 10 meetings 0.00% In 2022, six Audit Committee meetings were held. Name Attended Absence ratio Dick Sluimers 6 out of 6 meetings 0.00% Diana Chan 6 out of 6 meetings 0.00% Rika Coppens 5 out of 6 meetings 16.67% Alessandra Ferone 6 out of 6 meetings 0.00% Morten Thorsrud 6 out of 6 meetings 0.00% Corporate Governance 2022 UNIVERSAL REGISTRATION DOCUMENT 137 In 2022, four Risk Committee meetings were held. Name Attended Absence ratio Morten Thorsrud 4 out of 4 meetings 0.00% Diana Chan 4 out of 4 meetings 0.00% Rika Coppens 4 out of 4 meetings 0.00% Alessandra Ferone 4 out of 4 meetings 0.00% Dick Sluimers 4 out of 4 meetings 0.00% In 2022, four Nomination and Governance Committee meetings were held. Name Attended Absence ratio Dick Sluimers 4 out of 4 meetings 0.00% Diana Chan 4 out of 4 meetings 0.00% Manuel Ferreira da Silva 4 out of 4 meetings 0.00% Padraic O’Connor 4 out of 4 meetings 0.00% Nathalie Rachou 4 out of 4 meetings 0.00% In 2022, five Remuneration Committee meetings were held. Name Attended Absence ratio Nathalie Rachou 5 out of 5 meeting 0.00% Diana Chan 5 out of 5 meeting 0.00% Manuel Ferreira da Silva 5 out of 5 meeting 0.00% Padraic O’Connor 5 out of 5 meeting 0.00% Dick Sluimers 5 out of 5 meeting 0.00% Most Supervisory Board meetings were also attended by all or by most members of the Managing Board. In addition, several managers were invited to discuss specific items included on the Supervisory Board’s agenda. 4.3.3Supervisory Board Activities The Supervisory Board was informed and consulted by the Managing Board in almost all of its meetings on the course of business and the main risks attached to it, Euronext’s financial and operational performance and matters related to the Euronext’s governance and strategy. The Supervisory Board held a separate seminar fully dedicated to strategy on 18 and 19 May 2022. During the meetings held in 2022, the Supervisory Board approved among others the quarterly and semi-annual financial statements, the semi-annual report, the universal registration document for 2021, the budget for 2023, and the agendas of the General Meeting, including the nomination for appointments and re-appointments to the Supervisory Board and the Managing Board, the nomination of the external auditor, and a proposal regarding the dividend. All meetings of the Supervisory Board were prepared by the Chairman of the Supervisory Board in close co-operation with the Chairman of the Managing Board. 4.3.4Board Evaluation The annual evaluation of the Supervisory Board and its Committees relating to 2022 took place in February 2023. This evaluation was conducted through questionnaires, the results of which were compiled by the Corporate Secretary. The report on the outcome of the questionnaires was discussed initially by the Nomination and Governance Committee and subsequently by the Supervisory Board as a whole. The topics included in the questionnaires covered, among other items, the performance of and interaction with the Managing Board, the quality of Supervisory Board meetings, Chairmanship, communication, availability of information, decision making process, risk and crisis management, succession and development planning, shareholder value, the composition and profile of the Supervisory Board, the Committee structure and the competencies and expertise of its members. After discussing the outcomes of the questionnaires, the Supervisory Board concluded that the Supervisory Board; its Chair and its Committees and the Managing Board had properly discharged their responsibilities during 2022. During the Supervisory Board evaluation, the Supervisory Board further concluded that the relation and interaction with the Managing Board, including the flow of information, was good. The annual evaluation of the Extended Managing Board relating to 2022 took place in February 2023. This evaluation was conducted through questionnaires, the results of which were compiled by the Corporate Secretary. The report on the outcome of the questionnaires was discussed by the Extended Managing Board itself and subsequently by the Supervisory Board. The topics included in the questionnaires covered, among other items, the performance of the Managing Board and the Extended Managing Board and its individual members, the interaction with the Supervisory Board, the quality of the meetings, communication, team spirit and challenge, availability of information, decision making process, risk 4 Corporate Governance 138 2022 UNIVERSAL REGISTRATION DOCUMENT and crisis management, succession and development planning, shareholder value, the composition of the Managing Board and the competencies and expertise of its members. After discussing the outcomes of the questionnaires, the Extended Managing Board concluded that it had properly discharged its responsibilities during 2022. During the Managing Board evaluation, the Extended Managing Board further concluded that the relation and interaction with the Supervisory Board was good. 4.3.5Report Audit Committee Throughout 2022, the Audit Committee was composed of Dick Sluimers, Diana Chan, Rika Coppens, Alessandra Ferone and Morten Thorsrud. The Audit Committee has been chaired by Dick Sluimers throughout the year. The Audit Committee has a majority of independent members. The Audit Committee convened six times in 2022. These meetings were regularly attended by, among others, in addition to the members of the Audit Committee, the Chairman of the Supervisory Board, the CEO, the CFO, the Head of Risk and Compliance department, the General Counsel, the Head of Internal Audit and the external auditors. In addition, the Audit Committee held regular individual discussions with the external auditors and the Head of Internal Audit. The Supervisory Board was regularly informed about the results of these discussions. The Chairman of the Audit Committee reported to the Supervisory Board about the activities of the Committee and about its meetings and discussions in the Supervisory Board meetings. Among the items that were discussed by the Audit Committee were the annual, semi-annual and quarterly figures, the investor base, the share price development, the appointment of the external auditors, the internal and external audit planning and reports, litigations, impairment of goodwill and other purchased intangible assets, recognition of internally developed software, measurement of financial assets at fair value through other comprehensive income, Reliability and continuity of the IT environment, management letter and fraud risk. 4.3.6.Report Risk Committee Throughout 2022, the Risk Committee was composed of Morten Thorsrud, Diana Chan, Rika Coppens, Alessandra Ferone and Dick Sluimers. The Risk Committee has been chaired by Morten Thorsrud throughout the year. The Risk Committee convened four times in 2022. These meetings were regularly attended by, among others, in addition to the members of the Risk Committee, the Chairman of the Supervisory Board, the CEO, the CFO, the COO, the Chief Information Security Officer (CISO), the Head of Risk and Compliance, the General Counsel, the Head of Internal Audit and the external auditors. The Chairman of the Risk Committee reported to the Supervisory Board about the activities of the Committee and about its meetings and discussions in the Supervisory Board meetings. Among the items that were discussed by the Risk Committee were risk management, and cyber security. 4.3.7 Report Remuneration Committee Throughout 2022, the Remuneration Committee was composed of Nathalie Rachou, Diana Chan, Manuel Ferreira da Silva, Piero Novelli and Padraic O’Connor. The Remuneration Committee has been chaired by Nathalie Rachou throughout the year. The Remuneration Committee held five meetings in 2022, where the Committee: ■analysed as every year the outcome of the annual performance criteria, their impact on short term incentive, long term incentive and total compensation of the members of the Managing Board, and proposed subsequent decisions to the Supervisory Board; ■reviewed as every year the total cost of the approved compensation programs for all employees, and proposed subsequent decisions to the Supervisory Board; ■in the perspective of the renewal of mandate of the CEO, undertook a review of the Remuneration package, including a dedicated benchmark analysis as detailed in the Remuneration Report (see section 4.4 Remuneration Report). 4.3.8 Report Nomination and Governance Committee Throughout 2022, the Nomination and Governance Committee was composed of Piero Novelli, Diana Chan, Manuel Ferreira da Silva, Padraic O’Connor and Nathalie Rachou. The Nomination and Governance Committee has been chaired by Piero Novelli throughout the year. The Nomination and Governance Committee met four times in 2022. Topics that were discussed in the Committee’s meetings included the evaluation and assessment of the Managing Board, the evaluation and assessment of the Supervisory Board, the composition of the Managing Board, the composition and rotation schedule of the Supervisory Board and succession planning. 4.3.9 Financial Statements The Managing Board has prepared the 2022 Financial Statements and has discussed these with the Supervisory Board. The Financial Statements will be submitted for adoption at the 2023 Annual General Meeting as part of the Universal Registration Document. Corporate Governance 2022 UNIVERSAL REGISTRATION DOCUMENT 139 4.4REMUNERATION REPORT OF THE REMUNERATION COMMITTEE 4.4.12022 Report 4.4.1.1.Statement by the Chairwoman of the Remuneration Committee Nathalie Rachou, Chairwoman of the Remuneration Committee On behalf of the Board, I am pleased to present the Remuneration Report for the financial year ending 31 December 2022. The Remuneration Committee and the Supervisory Board are committed to reinforce our reporting year by year, complying with the latest rules, regulations and say-on-pay guidance, including the Shareholder Rights Directive and related Dutch implementation Act, the Dutch Corporate Governance Code and the 2021 Remuneration Policy. The Group engaged actively with shareholders, continuing our constructive dialogue during several roadshow meetings where we presented the implementation of the 2021 Remuneration Policy and the evolution of the Remuneration Report. This report has been prepared by the Remuneration Committee and was approved by the Supervisory Board. 2022 Remuneration decisions The Remuneration Committee held five meetings during 2022, where the members monitored the implementation of the 2021 Remuneration Policy. They reviewed the compensation of the new Chief Operating Officer following his appointment in July 2022. The Remuneration Committee also reviewed the compensation of the Group Chief Executive Officer in preparation for the renewal of his mandate to be proposed to the shareholders during the next AGM, in line with the enlarged scope of the group, and in line with updated benchmark analysis as detailed in this Remuneration Report. The Committee analysed, as it does every year, the outcome of the annual performance criteria, their impact on Short Term Incentives, Long Term Incentives and total compensation of the members of the Managing Board, and proposed subsequent decisions to the Supervisory Board. The key 2022 performance indicators and strategic achievements are summarised in this report and form the basis of the 2022 remuneration decisions. The Remuneration Committee, in the perspective of the renewal of the mandate of the Group Chief Executive Officer, also undertook a review of the Remuneration package, including a dedicated benchmark analysis for the Group Chief Executive Officer as detailed in this Remuneration Report. 2021 Remuneration Policy The 2021 Remuneration Policy approved by shareholders at the AGM with 97.55% favourable votes on 11 May 2021 was still applicable in 2022. Following positive feedback received from shareholders and stakeholders, the Remuneration Committee has decided to keep this policy unchanged for 2023. 4.4.1.2.Remuneration Committee The Remuneration Committee of Euronext assists the Supervisory Board with respect to the Company’s remuneration strategy and principles for members of the Managing Board of the Company (the “Managing Board”), the administration of its cash and equity based compensation plans and draft proposals to the Supervisory Board and oversees the remuneration programmes and remuneration of the Company’s senior managers and other personnel. The Remuneration Committee meets as often as necessary and whenever any of its members requests a meeting. The Remuneration Committee as at 31 December 2022 consisted of the following members: Nathalie Rachou (chair), Diana Chan, Manuel Ferreira da Silva, Padraic O’Connor and Piero Novelli. 4.4.1.3.2022 Performance In 2022, Euronext has delivered very strong performance, thanks to the ongoing delivery of the committed €100 million synergies related to the integration of Borsa Italiana11, tight cost control in a challenging inflationary context and the full year impact of the Borsa Italiana Group acquisition. Euronext’s focus on performance and cost discipline allowed the Company to beat the 2022 budget on both underlying revenues and underlying costs. i.Underlying Revenue increased +13.0% to €1,467.8 million for 2022, versus €1,298.7 million for 2021. ii.Underlying EBITDA12 increased +11.7% to €861.6 million, versus €771.0 million for 2021. 4 Corporate Governance 140 2022 UNIVERSAL REGISTRATION DOCUMENT 11 In February 2023, Euronext announced upgrading its targeted synergies to €115 million pre-tax run-rate 12 As defined in section 5.2 - Other Financial information iii.Underlying EBITDA margin13 was maintained at 58.7% versus 59.4% in 2021. iv.Underlying net income increased +5.7% to €555.3 million versus €525.5 million for 2021. v.Adjusted EPS14 was at €5.21, versus €5.47 for 2021. The Euronext team delivered major operational, financial and strategic milestones in 2022, in line with the “Growth for Impact 2024” strategic plan, which have clearly transformed Euronext: a.Euronext achieved decisive steps in the integration of Borsa Italiana which is now fully integrated within the federal model of the group. b.Euronext delivered on time and on budget the migration of Euronext Core Data Centre from the United Kingdom to Italy, despite adverse supply chain constraints, in a very short timeframe and under conditions unanimously welcomed by Euronext clients and key stakeholders. c.Euronext created numerous breakthroughs to be on track to deliver on time the migration of Borsa Italiana to the Optiq® platform and the expansion of Euronext Clearing to all Euronext markets. d.Euronext made decisive progress towards achieving the commitment for the 2024 synergies, putting Euronext in a good position to increase its synergies targets by €15 million, as announced in February 2023. e.Euronext mitigated the negative consequences of the challenging environment of 2022, with the war in Ukraine, rising inflation and interest rates and volatility in financial markets. f.Euronext managed the partial sale of the Euronext Clearing’s investment portfolio in a fast and efficient manner. g.Euronext developed leadership on ESG and Tech in Europe. 4.4.2Remuneration Principles 4.4.2.1 Principles of the Remuneration Policy Euronext operates in European and global financial markets where it competes for a limited pool of talented executives. Highly qualified people, capable of achieving stretched performance targets, are essential for generating superior and sustainable returns for Euronext and its shareholders, whilst creating long term sustainable value for the overall ecosystem. Euronext's people and remuneration strategies aim to attract, develop and retain talent that will ensure to maximise long term sustainable shareholder value, support the development of capital markets and the growth of the real economy and accelerate the transition towards a sustainable economy. The majority of remuneration for the members of the Managing Board is linked to demanding performance targets, in line with Euronext's ambitious performance culture, over both the short and long-term horizons to ensure that executive rewards are aligned with performance delivered for shareholders and long term value creation for all stakeholders. In determining the level and structure of the remuneration of the members of the Managing Board, the Remuneration Committee takes into account, among other things, the financial and operational results as well as non-financial indicators relevant to Euronext’s long-term objectives. The Remuneration Committee has performed and will perform scenario analyses to assess whether the outcomes of variable remuneration components appropriately reflect performance and with due regard for the risks to which variable remuneration may expose the Company. The minimum and maximum payout scenarios are described in the following paragraphs. In determining the Remuneration Policy and the compensation of members of the Managing Board, the Supervisory Board has taken and will take into account (i) the transformation of Euronext, (ii) the local market practices and the competitive environment in which Euronext operates, (iii) the impact of the overall remuneration of the Managing Board on the equity ratios within the Company and (iv) the employment terms of the employees in the Company and its subsidiaries. Euronext believes that it is crucial to provide shareholders with transparent and meaningful information about its remuneration philosophy. The first source of information for shareholders is the remuneration report. The information provided during the Company’s analyst presentations, meetings with shareholders and during the Annual General Meeting of shareholders is the second most important source of information. 4.4.3Remuneration Components 4.4.3.12022 Benchmark Analysis In accordance with the Remuneration Policy, a benchmark analysis has been conducted against three different peer groups to assess compensation levels of the Group Chief Executive Officer. This benchmark has been performed by a third-party provider in September 2022 based on the multi- panel analysis already conducted in 2020 and 2021: ■Direct competitors panel: restricted to a small number of companies, based on the following parameters: similar activity, majority of European companies and only listed companies; ■French panel, where the Group Chief Executive Officer is located: companies included in the Next20 index, without EDF and Euronext; ■Dutch panel: market capitalisation between €5 billion and €13 billion. Corporate Governance 2022 UNIVERSAL REGISTRATION DOCUMENT 141 13 As defined in section 5.2 - Other Financial information 14 As defined in section 5.2 - Other Financial information Peer Group 1 Peer Group 2 Peer Group 3 Direct Competitor French Local Market Dutch Local Market Deutsche Boerse Accor Getlink SE AEGON London Stock Exchange Group Arkema Klépierre AkzoNobel NASDAQ Atos Rexel IMCD Cboe Global Markets Biomérieux Sartorius Stedim KPN KON ASX Bureau Veritas Scor NN Group Edenred Sodexo OCI Eiffage Solvay Randstad NV Faurecia Ubisoft Entertainment Unibail-Rodamco Gecina Valeo This analysis showed that the current annual fixed salary is positioned below median of each peer group. Target total compensation package is positioned below direct competitors and the French Market, and above median of the Dutch Market. The detailed results are as follow, the market median being at 100%: •Peer group 1: Direct competitors ◦Annual Fixed Salary was at 66% of the market median, 34 points below the market median, ◦Target Total Direct Compensation was at 48% of the market median, ◦5 listed companies comprise this peer group with a median market capitalisation at €30.7 billion (1st quartile at €16.3 billion and 3rd quartile at €32.3 billion as of August 2022 (mean at €27.7 billion)). •Peer group 2: Local Market (France) ◦Annual Fixed Salary was at 92% of the market median, 8 points below the market median, ◦Target Total Direct Compensation was at 78% of the market median, ◦Next20 index, without EDF and Euronext comprise this peer group with a median market capitalisation at €8.4 billion (1st quartile at €5.5 billion and 3rd quartile at €10.6 billion as of August 2022 (mean at €10.3 billion)). •Peer group 3: Local Market (the Netherlands – AEX Market) ◦Annual Fixed Salary was at 83% of the market median, 17 points below the market median, ◦Target Total Direct Compensation was at 104% of the market median, ◦8 companies comprise this peer group with a median market capitalisation at €9.5 billion (1st quartile at €8.5 billion and 3rd quartile at €12.3 billion as of August 2022 (mean at €10.1 billion). 4.4.3.2Annual Fixed Salary (AFS) The AFS of the Managing Board is determined by the Supervisory Board upon the recommendation of the Remuneration Committee on the basis of benchmarking comparable companies in relevant markets and takes into account role, scope, accountability, and experience. Typically, AFS will be positioned at the median level of the peer group benchmark in line with the overall job responsibilities of the individual members of the Managing Board. The AFS reflects the responsibility and scope of each role, taking into account seniority, experience and market practice. In 2022, the Remuneration Committee conducted its annual review of the Annual Fixed Salary levels of the members of the Managing Board and in accordance with the Remuneration Policy, a benchmark analysis has been conducted for the Group Chief Executive Officer to assess his compensation package against the three peer groups (see above). The Remuneration Committee has taken into account several factors when assessing the Annual Fixed Salary of the Group Chief Executive Officer: a.The need to build a retention strategy for the Group Chief Executive Officer, as part of the potential renewal of his mandate in 2023 b.The significant change in scope of the company since his last term, including the acquisition of Borsa Italiana ■Market Capitalisation increased by 46% between 31/12/2019 and 31/12/2022 ■Revenues increased by 109% between 31/12/2019 and 31/12/2022 ■Headcount increased by 104% between 31/12/2019 and 31/12/2022 c.The coherence with external benchmarks as described above d.The absence of increase of the Annual Fixed Salary since his reappointment as Group Chief Executive Officer in 2019 Considering Stéphane Boujnah has successfully led Euronext’s expansion and diversification strategy via optimal capital allocation and cost discipline, while strengthening Euronext’s core businesses, the need to build a retention strategy for the Group Chief Executive Officer, 4 Corporate Governance 142 2022 UNIVERSAL REGISTRATION DOCUMENT and the coherence with external benchmarks, the Supervisory Board has unanimously approved to set the salary of the Group Chief Executive Officer at €1,000,000 as from 1 March 2023, in line with the Remuneration committee recommendation. This represents a year on year increase of 21% and a CAGR increase of 4.5% since his hiring in 2015. 4.4.3.3Short Term Incentive (STI) The STI for the Managing Board is paid on a yearly basis in cash. The objective of this STI is to ensure that the Managing Board is well incentivised to achieve operational performance targets aligned with the strategic initiatives in the shorter term, whilst contributing to long term value creation. A member of the Managing Board is eligible for an annual variable component up to a certain percentage of the Annual Fixed Salary for on target performance. In order to take into consideration common market practices the Group Chief Executive Officer’s target is set at 100% of AFS, with a maximum pay-out of 150% in case of overachievement. Position Minimum annual STI as % of AFS On target annual STI as % of AFS Maximum annual STI as % of AFS Group Chief Executive Officer 0% 100% 150% Other members of the Managing Board 0% 50 - 70% 75 - 105% 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. A threshold for payment applies at 70% of objectives reached, and no payment will be made below 70%. At 90% of the objectives reached, the STI pay-out is set at 50% of the target STI. At 100% of the objectives reached, STI pay-out will be set at 100%. At 110% of objectives reached, the STI pay-out is set at 150%. Linear extrapolation between performance bands is applied. Performance versus objectives STI pay-out versus target STI 110% and above 150% 100% to 110% Calculation on a linear basis from 100% to 150% 100% 100% 90% to 100% Calculation on a linear basis from 50% to 100% 90% 50% 70% to 90% Calculation on a linear basis from 0 to 50% Below 70% 0% In 2022 the performance criteria, and weights, for the individual Managing Board members’ Short Term Incentives were based on: Weights of performance criteria in 2022 (in % of STI) Financial targets Strategic quantitative targets at Group or Business Line level Strategic qualitative targets at individual level Position Revenue Operational costs Strategic execution ESG Group Chief Executive Officer 25% 25% 20% 10% 20% Other members of the Managing Board 25% 25% 20% 10% 20% In 2022, the performance criteria, and weights, for the Group Chief Executive Officer’s Short Term Incentive are based on the following scorecard, and the overall performance has been assessed at 120%. Description Objective Individual target and KPI Weight Financial targets and objectives for Euronext Revenue Underlying revenue target for Euronext full calendar year 2022 25% Operational Costs Comparable underlying operational costs excluding D&A budget for Euronext full calendar year 2022 25% Corporate Governance 2022 UNIVERSAL REGISTRATION DOCUMENT 143 Strategic quantitative targets and objectives focusing on execution of Euronext strategy M&A Strategy and Integration Deliver migration of the Core Data Centre in H1 2022 20% Tangible progress to secure delivery of the Optiq® platform migration in Italy Deliver cost synergies for recently acquired companies as planned for 2022 Deploy M&A strategy and secure smooth execution of any possible deal ESG initiatives Deploy the 2022 Group ESG roadmap and deliver a detailed carbon footprint reduction plan in the context of the 'Fit for 1.5- degree' ambition 10% Strategic qualitative targets and objectives focusing on execution of Euronext strategy Individual objectives with a discretionary weight based on complexity and impact. Operational excellence 20% Strategic plan Succession plan and talent development Stakeholder engagement Corporate purpose Total of target percentages 100% The Remuneration Committee has assessed the key achievements on objectives: 1.Financial targets and objectives for Euronext. The 2022 targets, approved by the Supervisory Board, include revenue and operational cost for the Group Chief Executive Officer and the other members of the Managing Board. Those criteria are monitored in a granular manner and their measurement is revised and controlled by the Remuneration Committee. It is to be noted that Euronext does not disclose the detailed actual financial targets as this is considered commercially/competition sensitive information, though they are in line with the published strategic, financial and sustainability goals of the Group. Following the 2022 results: ■Underlying Revenue in 2022 was above budget target, mainly resulting from strong performance across most of the businesses. This leads to an assessment and a pay out of this scorecard criterion between target and maximum level. ■Comparable underlying operational costs excluding D&A in 2022 were below budget target, thanks to efficient costs control. This leads to an assessment and a pay out of this scorecard criterion between target and maximum level. 2. Strategic quantitative targets and objectives focusing on execution of Euronext strategy. The 2022 strategic quantitative targets consist of the following two objectives for the Group Chief Executive Officer and the other members of the Managing Board: ■Deploy M&A strategy & integrations milestones and secure smooth execution of any possible deal ; This objective and the 4 sub-objectives were assessed as delivered above expectations, including (i) a major milestone with the migration of the Core Data Centre in H1, perceived as a new reference in the market due to the superior quality of delivery (ii) tangible progress in the delivery of the migration of Italian equity and derivatives markets to Optiq®, including regulatory approvals and precise project milestones (iii) an acceleration of the Borsa Italiana synergies, with €34 million of run-rate annual synergies already delivered, (iv) disciplined M&A execution. This leads to an assessment and a payout of this scorecard criterion between target and maximum level, in line with detailed KPIs described below. ■Deploy the 2022 Group ESG roadmap and deliver a detailed carbon footprint reduction plan in the context of the "Fit for the 1.5-degree" ambition. This objective was assessed as delivered above expectations, with a detailed carbon footprint reduction developed in 2022 and demanding targets published and approved by SBTi in 2023 as planned, and a number of specific initiatives accelerating the Euronext ESG transformation. This leads to an assessment and a pay out of this scorecard criterion between target and maximum level, in line with detailed KPIs and milestones described below. Each of the objectives and sub-objectives include measurable KPIs, assessed by the Remuneration Committee and the Supervisory Board during the annual review: ■Deliver migration of the Core Data Centre in H1 a.On 6 June 2022, Euronext successfully migrated its Core Data Centre from Basildon near London to the Bergamo based best-in-class green powered facility, owned by the Italian infrastructure operator Aruba. b.This project, completed just fourteen months after the closing of the acquisition of Borsa Italiana, represents the largest investment made by Euronext since the delivery of its proprietary technology platform Optiq® in 2018. c.This achievement contributes significantly to the delivery of the announced synergies (around €10 million per year impact on EBITDA), is a major milestone for 4 Corporate Governance 144 2022 UNIVERSAL REGISTRATION DOCUMENT Euronext to better control its value chain through the internalization of the colocation and connectivity activities which were previously outsourced, contributes to long term value creation and is a major milestone for the reduction of Euronext's carbon footprint. d.This programme was delivered on time and on budget despite the very challenging timeline and the post-Covid situation that has generated disruption of supply chains and shortage in IT equipment industries, impacting Euronext and its circa 50 collocated clients. More than 200 Euronext colleagues worked on this programme across circa 12 different teams to align technology delivery. The project was closely monitored with the college of 7 regulators. e.The way the company conducted this migration was recognised by clients, and has now became a reference in the industry. ■Tangible progress to secure delivery of the Optiq® platform migration in Italy a.The migration of the Italian cash markets to Optiq® is on track to be completed on 27 March 2023, as announced to market participants and investors. b.In January 2023, Euronext had already delivered 82% of phase 1 in production with no backlog of critical or high incidents. c.Euronext also secured all the required declarations of non-objection (DNOs) from Consob in December 2022 related to phase 1. This exceptional achievement, more than three months before the go- live date, required intense dialogue with Euronext's stakeholders. d.Client readiness is also on track, including active preparation and change management when required. ■Deliver synergies for recently acquired companies as planned for 2022 a.The initial synergy targets for the integration of Borsa Italiana have been increased by 67%, from €60 million to €100 million mainly thanks to business development projects such as the migration of the Core Data Centre and expansion of Clearing activity. In February 2023, Euronext upgraded this target to €115 million, which is almost twice the initially announced amount. b.Euronext delivered €34 million of run- rate annual synergies at the end of 2022. c.In 2022, Euronext also delivered the first revenue synergies from the Core Data Centre migration from Basildon to the Aruba facilities near Bergamo, reinternalizing the critical colocation activity for its trading business which was previously outsourced. d.2022 has also paved the way for another material increase in the synergy achievements for 2023 with critical milestones delivered for the Optiq® migration of Italian markets and the clearing migration from LCH SA to Euronext Clearing. ■Deploy M&A strategy & integration milestones and secure smooth execution of any possible deal a.Euronext M&A strategy has been praised by the investor and analyst communities. The management track record to execute value creative M&A transactions and integrate companies is seen continuously as a fundamental asset of the Group and a differentiator versus its peers. b.During 2022, Euronext has been continuously looking at non-core asset divestments as part of its portfolio review to streamline its operations and make Euronext stronger and more scalable. Euronext completed targeted divestments of non-core businesses inherited from the acquisition of Borsa Italiana and contributing to the delivery of the integration plans in terms of savings. MTS US operations (known as MTS Market International Inc.), were sold in December 2022 to the Swiss Interdealer broker Tradition and Funds360 was divested within 2022 to FE Fundinfo allowing the Group to refocus and deliver efficiencies. c.Euronext also completed two bolt-on acquisitions in Italy to complement the positioning of Borsa Italiana: integrating technology capabilities powering MTS and Euronext Securities Milan with the acquisition of technology assets from SIA/ Nexi and the acquisition of issuers services capabilities from Mediobanca delivering on Euronext plans to build a pan-European value added services offering within its CSD network. d.Euronext is also exploring some further strategic moves. These moves are enabled by a smooth process of integration of the Borsa Italiana Group and the quick deleveraging path, acknowledged by the S&P upgraded rating to BBB+ in February 2023. e.Euronext maintains the optionality for future transformational transactions which could enable Euronext to increase the pace of its organic growth and further diversify its revenue mix. ■Deploy the 2022 Group ESG roadmap and deliver a detailed carbon footprint reduction plan in the context of the “Fit for the 1.5-degree” ambition. Corporate Governance 2022 UNIVERSAL REGISTRATION DOCUMENT 145 Euronext’s ESG efforts are focused on 5 impact areas: Our Environment, Our People, Our Society, Our Markets and Our Partners. In 2022, Euronext accelerated its actions in all these impact areas towards more sustainable capital markets with significant successes and raised its ambition level, publishing ambitious SBTi commitments as planned. Initiatives were taken both at business level - through the development of new ESG products and services - and at company level - taking concrete actions to reduce its environmental impact and improve its social and governance approach. a.Our Environment In 2022 Euronext set a carbon reduction roadmap aligned with our 1.5° commitment and received validation by SBTi – the most demanding standard for climate ambitions. Euronext's new goals published in 2022 include reduction of Scope 1 and Scope 2 emissions by 73.5% in 2030 compared to 2020, and reduction of Scope 3 travel emissions by at least 46.2% in 2030 compared to 2019. Specific and structural actions allowed Euronext to deliver carbon emissions reductions quicker than initially planned: such as the migration to the 100% green Bergamo data centre and new travel policies. b.Our People In 2022 Euronext massively trained employees on ESG and sustainable finance topics. As an illustration a third of the workforce participated in climate training and ideation sessions. Diversity & Inclusion were made a priority and efforts are paying off as shown by the recent inclusion in Euronext Equileap Gender Equality indices based on 2022 performance. c.Our Society In 2022 Euronext JA Europe Blue Challenge and coastal clean-up pan-European initiatives came to maturity, becoming well identified and structured group projects gathering Euronext volunteers from all geographies and business units. d.Our Markets In 2022, Euronext teams were able to capture the growing appetite for ESG products and position Euronext as market leader for ESG indices and bonds. Euronext reached at year end 350+ ESG indices, making ESG a key selection criteria for 90% of newly launched indices and became the first listing venue for new ESG bonds with 350 new listings. Euronext accelerated along the year to grasp momentum and was able to launch all its blue-chip ESG flagship indices. This momentum is now fuelling other business lines such as derivatives or ETFs and puts us in good position to seize new sustainable finance opportunities. e.Our partners In 2022 Euronext became much more proactive in its engagement with the ESG financial ecosystem. On top of its former commitments, Euronext was a founding member of the Sustainable Trading initiative, a signatory of the PRI, appointed as Chair of the FESE ESG workgroup and made Advisor to the Executive Committee of ICMA Green bond principles. More details of Euronext ESG strategy and initiatives are described in Chapter 3 of the Universal Registration Document. 3.Strategic qualitative targets and objectives focusing on execution of Euronext strategy The individual targets of the Group Chief Executive Officer and the measurement of the Supervisory Board were the following for 2022: i.Reinforce operational excellence within the company, including achievement of operations KPIs: Euronext has built a comprehensive operational excellence plan that resulted in a massive decrease of the number of market incidents. A full crisis process has been enhanced and improved. During 2022, it was a high priority especially in the context of the War in Ukraine. Important achievements were made with the reduction of the obsolescence and vulnerabilities backlog and continuous patch management in all Euronext companies. ii.Implement the "Growth for Impact 2024" strategic plan to deliver on the ambition to build the leading European market infrastructure. The plan set ambitious revenue and EBITDA 2024 targets, combining organic growth, alongside transformational projects following the Borsa Italiana Group acquisition, such as the migration of the Core Data Centre to a green facility in Italy and the expansion of Euronext clearing activities in Europe. The plan also includes significant ESG commitments. In 2022 Euronext delivered (i) a major milestone with the migration of the Core Data Centre in H1, perceived by customers as a new reference in the market due to the superior quality of delivery (ii) tangible progress in the delivery of the Optiq migration, including approval from Consob, (iii) an acceleration of the Borsa Italiana Group integration, with €34 million annual run-rate EBITDA synergies already delivered. Last but not least, Euronext published its “Fit for 1.5” ESG commitment externally, with a detailed roadmap prepared internally, and an acceleration on all ESG dimensions. iii.Strengthen the succession plan and the management team in line with the new profile of the company and attract talents, including to foster diversity and inclusion: Euronext has secured a robust succession plan at each management level, enhancing diversity with at least one woman in each succession plan, and with several critical female recruitments and promotions in 2022. iv.Strengthen relations with all stakeholders, including reference shareholders, regulators, and Italian ecosystem, in particular to enhance the deployment of the Capital Markets Union in Europe: Euronext has engaged with shareholders, regulators and clients all over Europe and especially in Italy. One illustration is the partnership with key players of the financial ecosystem to launch Euronext Tech Leaders, a fundamental step in building Euronext’s European project for the benefit of financing the real economy. v.Initiate the deployment of a “Corporate purpose”: Euronext has strengthened the implementation of its corporate purpose “Shaping capital markets for future generations”, involving the Euronext teams 4 Corporate Governance 146 2022 UNIVERSAL REGISTRATION DOCUMENT and including it in all its internal and external communications. Five streams of actions have been deployed: Capital markets ecosystem, Europe, Technology & innovation, ESG, Diversity and inclusion. Euronext initiated a number of European and international events, involving clients, employees, partners and stakeholders on these five topics, including the roll-out of the climate training and ideation sessions, Diversity training sessions, and a technology innovation hackathon. Euronext also extended the Euronext 10 Shares program, in order to involve all employees across Europe and worldwide in a common company ambition and purpose. Following assessment of the 2022 KPIs and milestones by the Supervisory Board, overall performance for Strategic qualitative targets and objectives focusing on execution of Euronext strategy criteria were assessed as over performed with a pay out between target and maximum level. The overall performance assessment at 112% with the application of the performance multiplier will result in a STI pay-out of 150% of the AFS for the Group Chief Executive Officer. KPI achievement and % pay-out for the members of the Managing Board: Other members of the Managing Board have dedicated individual quantitative or strategic targets. Performance is assessed for each of them on an individual basis by the Supervisory Board upon the recommendation of the Chief Executive Officer. Name Position Performance criteria achievement Performance multiplier impact Annual target as % of AFS Maximum pay-out as % of AFS Pay-out as % of AFS Stephane Boujnah Group Chief Executive Officer and Chairman of the Managing Board 112% 150% 100% 150% 150% Chris Topple CEO of Euronext London, Head of Global Sales 108% 140% 70% 105% 98% Fabrizio Testa CEO of Borsa Italiana 110% 150% 70% 105% 105% Delphine d’Amarzit CEO of Euronext Paris 106% 128% 70% 105% 90% Daryl Byrne CEO of Euronext Dublin 103% 115% 70% 105% 82% Isabel Ucha CEO of Euronext Lisbon 108% 137% 50% 75% 70% Simone Huis in’t Veld CEO of Euronext Amsterdam 103% 117% 70% 105% 82% Vincent van Dessel CEO of Euronext Brussels 93% 66% 50% 75% 33% Øivind Amundsen CEO of Oslo Børs 104% 121% 70% 105% 85% Performance conditions for the 2023 Short Term Incentive: In 2023 the performance criteria, and weights, for the individual Managing Board members’ Short Term Incentives will be based on: Weights of performance criteria in 2023 (in % of STI) Position Financial targets Strategic quantitative targets at Group or Business Line level Strategic qualitative targets at individual level Revenue Operational costs Strategic execution ESG Group Chief Executive Officer 25% 25% 20% 10% 20% Other members of the Managing Board 25% 25% 20% 10% 20% The performance criteria, and weights, for the Group Chief Executive Officer’s Short Term Incentive set by the Supervisory Board for 2023 will continue to include a majority of financial targets and strategic quantitative targets, and a minority of qualitative targets, aligned with the Remuneration Policy, as described in the scorecard hereafter: Description Objective Individual target and KPI Weight Financial targets and objectives for Euronext Revenue Underlying revenue target for Euronext full calendar year 2023 25% Operational Costs Comparable underlying operating costs excluding D&A budget for Euronext full calendar year 2023 25% Corporate Governance 2022 UNIVERSAL REGISTRATION DOCUMENT 147 Strategic quantitative targets and objectives focusing on execution of Euronext strategy M&A Strategy and Integration Deliver phase 1 of the Euronext Clearing expansion plan 20% Deliver phase 1 and phase 2 of the Optiq® platform migration in Italy Deliver cost synergies for recently acquired companies as planned for 2023 Deploy M&A strategy and secure smooth execution of any possible deal ESG initiatives Deploy the 2023 Group ESG roadmap and deliver a detailed carbon footprint reduction plan in the context of the “Fit for the 1.5 - degree” ambition 10% Strategic qualitative targets and objectives focusing on execution of Euronext strategy Individual objectives with a discretionary weight based on complexity and impact. Operational excellence 20% Strategic Plan Succession plan and talent development Stakeholder engagement Corporate purpose Total of target percentages 100% 4.4.3.4Long Term Incentive (LTI) Members of the Managing Board are eligible for Long Term Incentive awards (LTI), which help to align the interests of the members of the Managing Board with those of its long term (or prospective) shareholders and which provide an incentive for longer term commitment and retention of the members of the Managing Board. The main features of the LTI arrangements are the following: ■equity awards will be made in the form of performance shares (Performance Shares) with a three-year cliff vesting schedule (Performance Share Plan); ■An additional two-year lock-up for the Group Chief Executive Officer; ■the provisional and conditional target grant of LTI will be a percentage of Annual Fixed Salary; ■at vesting date the actual grant will be determined taking into consideration the performance of Euronext against the criterion of TSR for 50% of the performance shares granted and the absolute EBITDA15 performance for 50% of the performance shares granted; ■participants are not entitled to dividends during the vesting period. An important objective of the LTI is to provide a retention incentive to the Managing Board members to continue their employment relationship with Euronext and to focus on the creation of sustainable shareholder value. As a reminder, the on-target Long Term Incentive (LTI) component as a percentage of the Annual Fixed Salary (AFS) for the members of the Managing Board remains as follows: Position Annual LTI as % of AFS Group Chief Executive Officer 150% Other members of the Managing Board 50% - 75% 4.4.3.4.1 CEO share ownership restrictions Since 2021 and in order to be aligned with Dutch Corporate Governance Code recommendations and to strengthen the alignment of the Group Chief Executive Officer’s exposure to Euronext development with the shareholders’ exposure, the Supervisory Board has introduced an additional two-year lock-up for the Group Chief Executive Officer, resulting in a total five-year period from the date of grant and increased motivation for sustainable performance. 4.4.3.4.2 Granted Shares In 2022, LTI Performance Shares were granted in line with the Remuneration Policy. The actual number of shares to be vested in 2025, after the three-year cliff vesting schedule, will depend on the following two performance measures: ■Total Shareholder Return (TSR) (50% weighting): The TSR performance will be based on an absolute difference between the Total Shareholders Return Index of Euronext and Total Shareholders Return Index of the STOXX Europe 600 Financial Services Index (Index) during the vesting period. The Supervisory Board established the minimum TSR performance level at the average Index. Therefore, at vesting date, if the Euronext TSR performance is at par with Index performance (the threshold), 100% of performance shares assessed against the TSR criterion will vest. Below this threshold no performance shares will vest against the TSR criterion. Over-performance whereby a 20% outperformance of the Index is met, will lead to a maximum of 200% of performance shares vesting (maximum). This level of outperformance reflects the absolute cap of performance shares to vest at vesting date against the TSR criterion. Linear extrapolation between performance bands is applied. 4 Corporate Governance 148 2022 UNIVERSAL REGISTRATION DOCUMENT 15 As defined in section 5.2 - Other Financial information Total Shareholder Return (TSR) Measurement of performance against Index % of performance shares assessed against the TSR criterion +20% of target or higher (maximum) 200% At par with index (threshold) 100% Below threshold 0% ■Absolute Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA16) (50% weighting): The EBITDA performance will be based on the ratio between (i) the actual cumulative EBITDA of the Company for the three-year period, as reported in the audited financial statement of the Company, and (ii) a cumulate target EBITDA for the same period computed based on a target yearly EBITDA growth rate (“y”) as approved by the Remuneration Committee. The multiplier of the shares granted in year N+1 (e.g. grant year), will be computed at the end of the three-year period (i.e. N+3), based on the ratio (i)/(ii). At a 0.9 ratio, 50% of performance shares assessed against the EBITDA criterion will vest at vesting date (threshold). Below this threshold no performance shares will vest against the EBITDA criterion. Over performance whereby a 1.1 ratio is met will lead to a maximum of 200% of performance shares assessed against the EBITDA criterion vesting (maximum). This level of outperformance reflects the absolute cap of performance shares to vest at vesting date against the EBITDA criterion. An intermediate stage whereby a ratio of 1 is met will lead to 100% of performance shares assessed against the criterion of EBITDA to vest at vesting date. Linear extrapolation between performance bands is applied. Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) Measurement of performance against the ratio of actual accumulated EBITDA (i) to the targeted EBITDA (ii) for the same period % of performance shares assessed against the EBITDA criterion Ratio (i)/(ii) is at 1.1 or above (maximum) 200% Ratio (i)/(ii) is equal to 1 (intermediate stage) 100% Ratio (i)/(ii) is equal to 0.9 (threshold) 50% Below threshold 0% 4.4.3.4.3 Vested Shares The performance conditions from the previous Remuneration Policy were the following: EURONEXT PERFORMANCE CONDITIONS (for each part of the performance conditions) Vesting % of the number of shares Total Shareholder Return (TSR) Earnings Before Interest, Tax,Depreciation and Amortisation (EBITDA)17 +20% or higher Ratio i/ii is at 1.1 or higher Increase of 100% At target to +20% Ratio i/ii is between 1 and 1.1 Increase on linear basis from original grant up to and including 100% increase At target Ratio i/ii is equal to 1 Original granted number At target to -20% Ratio i/ii is between 1 and 0.9 Decrease on linear basis from original grant to lapse of 50% of the shares Lower than -20% Ratio i/ii is below 0.9 Lapse of 100% of the shares After the three-year vesting period, the final performance of Euronext over this period on both criteria TSR and EBITDA determines the total number of shares to be vested. As a reminder, as part of the previous Remuneration Policy, LTI Performance Share Plan (“PSP”) awards vesting depends on the performance of the following two performance measures weighted equally: 1.Total Shareholder Return (“TSR”) (50% weighting): The TSR performance of Euronext is measured over a three-year period on an absolute difference between the Total Shareholders Return Index of Euronext and Total Shareholders Return Index of the STOXX Europe 600 Financial Services index during the vesting period. The Total Shareholder Return is defined as the relative performance between the average of the daily TSR over Q4 of the year preceding the year of the vesting date and the average of the daily TSR over Q4 of the year preceding the grant date. An overall Corporate Governance 2022 UNIVERSAL REGISTRATION DOCUMENT 149 16 As defined in section 5.2 - Other Financial information 17 As defined in section 5.2 - Other Financial information underperformance in reference to the benchmark index will lead to a discount on the conditional LTI at vesting date whereby a 20% negative deviation leads to a 50% reduction of conditionally granted LTI shares at vesting date. Below -20% the reduction will be 100% of the conditionally granted LTI shares, subject to 50% weighing. Over performance will lead to a rise whereby a 20% outperformance of the index will lead to an increase of 100% in conditionally granted LTI shares at vesting date. This level of outperformance reflects the absolute cap of the LTI allotment. 2.Earnings Before Interest, Tax, Depreciation and Amortisation and Exceptional Items (EBITDA) (50% weighting): the EBITDA performance will be based on the ratio between (i) the actual cumulated EBITDA of the Company for the three year period, as reported in the audited financial statement of the Company, and (ii) a target cumulated EBITDA of the same period computed based on a target yearly EBITDA growth rate (“y”) as approved by the Remuneration Committee. Shares vested in 2022 After the three-year vesting period, the final performance of Euronext over the 2019-2021 period on both criteria TSR and EBITDA has determined the total number of shares to be vested at 200% of the initial grant. Based on the financial targets set by the Supervisory Board, the performance measurement for the award made in 2019 that vested in 2022 was: 1.performance of Euronext TSR criterion (50%); Euronext TSR index has markedly outperformed the STOXX 600 Financial Services Gross Return Index by 25.7% resulting in 100% increase of the number of shares linked to the TSR criteria (i.e. from 50% to 100%) in line with the Remuneration Policy. The average EURO STOXX 600 Financial Services TSR Index increased by 80.8% between Q4 2018 and Q4 2021. The average Euronext TSR index increased by 106.4% during the same period, leading to an outperformance of 25.7%; 2.EBITDA18 performance criterion (50%). Over the review period, based on actual figures 2019, 2020 and 2021, the ratio of the cumulative actual EBITDA to the cumulative target EBITDA (the multiplier) was equal to 1.43 resulting in 100% increase in the number of shares linked to the EBITDA criteria (i.e. from 50% to 100%) in line with the Remuneration Policy. The actual cumulated EBITDA for the three-year period 2019-2021 was €1,672 million vs a targeted cumulated EBITDA of €1,173 million as approved by the Supervisory Board for the same period, resulting in a ratio of 1.43. Shares to be vested in 2023 After the three-year vesting period, the final performance of Euronext over the 2020-2022 period on both criteria TSR and EBITDA has determined the total number of shares to be vested at 148.1% of the initial grant. Based on the financial targets set by the Supervisory Board, the performance measurement for the award made in 2020 that will vest in 2023 is: 1.performance of Euronext TSR criterion (50%): Euronext TSR index has underperformed the STOXX 600 Financial Services Gross Return Index by 1.5% resulting in a decrease of -3.8% of the number of shares linked to the TSR criteria (i.e. from 50% to 48.1%) in line with the Remuneration Policy. The average EURO STOXX 600 Financial Services TSR Index increased by 12.4% between Q4 2019 and Q4 2022. The average Euronext TSR index increased by 10.9% during the same period, leading to an underperformance of -1.5%; 2.EBITDA19 performance criterion (50%): over the review period, based on actual figures 2020, 2021 and 2022, the ratio of the cumulative actual EBITDA to the cumulative target EBITDA (the multiplier) was equal to 1.61 resulting in 100% increase in the number of shares linked to the EBITDA criteria (i.e. from 50% to 100%) in line with the Remuneration Policy. The actual cumulated EBITDA for the three-year period 2020-2022 was €2,135 million vs a targeted cumulated EBITDA of €1,322 million as approved by the Supervisory Board for the same period, resulting in a ratio of 1.61. Details of the Long Term Incentive per Managing Board member can be seen in section 4.4.4 - Remuneration of Managing Board Members for 2022 and previous years. 2023 vesting details will be reported in 2023 Universal Registration Document, after confirmed vesting of the shares. 4.4.3.5Group Chief Executive Officer share ownership obligations In order to further emphasize the alignment of interests of the Group Chief Executive Officer with those of shareholders, the Supervisory Board set a requirement in 2020 to retain a certain number of shares irrespective of the date of vesting. Accordingly, the Group Chief Executive Officer will keep a number of Euronext shares representing an amount equivalent to 2 times his Annual Fixed Salary, as long as he remains Group Chief Executive Officer of Euronext. This will be assessed every year, based on the average closing price of the Euronext shares on the last 20 trading days of the year. Euronext shares owned by the Group Chief Executive Officer As of 1 March 2023, the Group Chief Executive Officer owns 53,043 ordinary shares in Euronext N.V.. This total number of shares results from: 1.Personal acquisition with personal resources of 2,565 shares in 2016; 4 Corporate Governance 150 2022 UNIVERSAL REGISTRATION DOCUMENT 18 As defined in section 5.2 - Other Financial Information 19 As defined in section 5.2 - Other Financial Information 2.Vesting of 10,060 shares in 2019, net of withheld shares for tax payment, in relation to the LTI performance shares granted in 2016; 3.Vesting of 11,693 shares in 2020, net of withheld shares for tax payment, in relation to the LTI performance shares granted in 2017; 4.Vesting of 16,170 shares in 2021, net of withheld shares for tax payment, in relation to the LTI performance shares granted in 2018. 5.Vesting of 12,555 shares in 2022, net of withheld shares for tax payment, in relation to the LTI performance shares granted in 2019. The Group Chief Executive Officer has not sold any shares in Euronext N.V since he joined the company on 16 November 2015. Using the average closing price of the Euronext share on the last 20 trading days of 2022 at €70.60, the shares owned by the Group Chief Executive Officer are valued at €3,744,835.80, which is more than two times his annual fixed salary. 4.4.3.6Pension Schemes and Fringe Benefits Due to the nature and structure of the Company, the members of the Managing Board are eligible for local benefits and pension arrangements. Pension consists of various state pension and additional local supplementary pension schemes in place depending on market practice in the countries where Euronext operates. Local members of the Managing Board have access to local supplementary pension schemes when available, in line with conditions offered to other employees locally. With respect to pension arrangements, the Supervisory Board will regularly benchmark against the pension arrangements of comparable companies, in comparable markets, to ensure conformity with market practice. Although it is common practice in comparable companies, the Group Chief Executive Officer does not benefit from any pension nor retirement arrangement of any sort funded by Euronext and more generally the members of the Managing Board do not benefit from any specific pension benefits compared to all other Euronext employees. Please see in the below table details on individual pension local schemes in place. Type of supplementary pension scheme Stéphane Boujnah None Delphine d'Amarzit None Fabrizio Testa All employee Defined Contribution scheme Chris Topple All employee Defined Contribution scheme Daryl Byrne All employee Defined Contribution scheme Isabel Ucha All employee Defined Contribution scheme Vincent van Dessel All employee Defined Contribution scheme Øivind Amundsen All employee Defined Contribution scheme/age related contribution Simone Huis in ’t Veld All employee Defined Contribution scheme/age related contribution See details of the pension contribution amount per members of the Managing Board in section 4.4.4.- Remuneration of Managing Board Members for 2022 and previous years for post-employment benefits. 4.4.4Remuneration of Managing Board Members for 2022 and previous years Five-year Remuneration Overview The remuneration for 2022 and previous years, is presented in the table below. The actual remuneration expensed for the members of the Managing Board, for the year 2022 amounted to €10,936,969. This amount includes a pro rata compensation related to Fabrizio Testa who joined the Managing Board in May 2022 and Georges Lauchard, who left the Group in July 2022. The total remuneration consists of (i) an aggregate Annual Fixed Salary, (ii) the aggregate Short Term Incentive compensation based on the achievements against objective measurable criterion and (iii) the aggregate Long Term Incentive compensation recognised in accordance with IFRS 2 and (iv) an amount to be contributed to post-employment benefits. The table also presents the fixed to variable remuneration ratio. The pay-for-performance philosophy and long-term value creation is, amongst others, realised by the pay mix, with more than two-thirds of the Group Chief Executive Officer total package in variable pay. A significant part of the pay package is conditional upon the achievement of long term performance targets, with long term variable pay representing almost half of the pay package. Such balance is considered to support the Company’s strategy and the long term sustainable interests of the Company and all its stakeholders including its shareholders. Corporate Governance 2022 UNIVERSAL REGISTRATION DOCUMENT 151 Managing Board remuneration Name Title Currency Year AFS(1) STI LTI based on face value at target (2) Post- employment benefits % fixed % variable Stéphane Boujnah Chief Executive Officer and Chairman of the Managing Board EUR 2018 725,000 1,015,000 825,000 — 28% 72% EUR 2019 825,000 1,155,000 725,000 — 30% 70% EUR 2020 825,000 1,237,500 1,237,500 — 25% 75% EUR 2021 825,000 1,237,500 1,650,000 — 22% 78% EUR 2022 825,000 1,237,500 1,237,500 — 25% 75% Chris Topple CEO of Euronext London, Head of Global Sales GBP 2018 320,000 320,000 640,000 4,891 25% 75% GBP 2019 360,000 300,000 270,000 23,357 39% 61% GBP 2020 360,000 340,000 270,000 25,740 37% 63% GBP 2021 360,000 324,000 270,000 25,740 38% 62% GBP 2022 360,000 352,800 270,000 25,740 37% 63% Fabrizio Testa(3) CEO of Borsa Italiana EUR 2022 360,000 378,000 270,000 12,600 36% 64% Daryl Byrne CEO of Euronext Dublin EUR 2018 270,000 100,000 40,000 6,750 66% 34% EUR 2019 270,000 135,000 202,500 32,400 44% 56% EUR 2020 270,000 190,000 202,500 32,400 41% 59% EUR 2021 270,000 216,000 202,500 32,400 39% 61% EUR 2022 270,000 220,000 202,500 32,400 39% 61% Isabel Ucha CEO of Euronext Lisbon EUR 2019 230,000 115,000 115,000 21,645 50% 50% EUR 2020 230,000 140,000 115,000 34,500 47% 53% EUR 2021 230,000 150,000 115,000 34,500 46% 54% EUR 2022 230,000 160,000 115,000 34,500 46% 54% Simone Huis in ’t Veld CEO of Euronext Amsterdam EUR 2019 270,000 135,000 4,458 67% 33% EUR 2020 270,000 175,000 202,500 10,937 42% 58% EUR 2021 270,000 216,000 202,500 23,938 39% 61% EUR 2022 270,000 220,000 202,500 25,547 39% 61% Vincent Van Dessel CEO of Euronext Brussels EUR 2018 275,655 110,000 137,827 34,631 53% 47% EUR 2019 282,722 112,843 140,804 35,596 53% 47% EUR 2020 286,984 120,000 143,492 36,292 52% 48% EUR 2021 289,877 131,000 144,855 36,570 51% 49% EUR 2022 301,282 100,000 150,641 37,592 55% 45% Øivind Amundsen CEO of Oslo Børs NOK 2020 2,700,000 1,890,000 1,350,000 73,114 45% 55% NOK 2021 2,700,000 2,160,000 1,350,000 115,443 43% 57% NOK 2022 2,700,000 2,295,000 1,350,000 120,953 43% 57% Delphine d'Amarzit CEO of Euronext Paris EUR 2021 300,000 240,000 225,000 — 39% 61% EUR 2022 300,000 270,000 225,000 — 38% 62% (1) The fixed benefits as disclosed in Note 56 of the Financial Statements include the Annual Fixed Salary (as presented in the table above) and benefits in kind, like the company car and health care insurance, if applicable. (2) LTI value is presented upon the amount granted according the Remuneration Policy. LTI based on IFRS standard 2 “Shared-based payments” value can be seen in Note 36 of the Financial Statements. (3) acting as Managing Board Member from 18 May 2022. The Company has not granted any loans, advanced payments or guarantees to the members of the Managing Board. There is no termination clause in case of change of control. The potential severance payment in the case of termination of contract is 24 months of fixed salary. The limitation to twelve months of fixed salary as provided in the Dutch Corporate Governance Code has been balanced against the French AFEP-MEDEF Corporate Governance Code recommendations, which provide for a maximum termination indemnity of 24 months’ compensation, fixed and variable remuneration. The termination indemnity has been limited to twice the Annual Fixed Salary, which is in line with the relevant best practices in the various jurisdictions in which Euronext is active. 4 Corporate Governance 152 2022 UNIVERSAL REGISTRATION DOCUMENT 2022 Group Chief Executive Officer Pay Ratio Euronext takes into account the internal pay ratios when formulating the Remuneration Policy. In light of transparency and clarity, Euronext applies a methodology using total cash, including Annual Fixed Salary and Short Term Incentive as disclosed in the five-years table above. The ratio between the total annual remuneration of the Group Chief Executive Officer and the average annual employee compensation in 2022 was 22.1. The ratio was at 22.7 in 2021 and 21.3 in 2020. Five year Company Performance Overview Company performance 2018 2019 2020 2021 2022(1) Financial metrics Share price (31/12) (EUR)(2) 45.92 66.32 82.3 91.25 69.16 Underlying revenue (EUR million) 615.0 679.1 884.3 1298.7 1467.8 EBITDA (EUR million) 354.3 399.4 520.0 752.8 861.6 Non-financial metrics Countries 15 17 19 18 18 Headcount 848 1086 1455 2126 2,218 Average employee remuneration(2) (AFS + STI in k€) 89 95 97 91 93 (1) For 2022 Financials, underlying values (2) Adjusted to account for rights issue as necessary (last rights issue took place in May 2021) (3) Excluding recent acquisitions: Nord Pool Corporate Governance 2022 UNIVERSAL REGISTRATION DOCUMENT 153 Long Term Incentive in Performance Shares Overview in number of shares Plan Year of granting Outstanding as at 1 Jan. 2022 Granted in calendar year Forfeited in calendar year Additional performance shares vested in 2022 Vested in calendar year Outstanding as at 31 Dec. 2022 Stephane Boujnah LTI 2018 In 2021, 32,404 shares vested related to the 2018 LTI plan. LTI 2019 12,461 12,461 24,922 0 LTI 2020 15,397 15,397 LTI 2021 19,275 19,275 LTI 2022 15,684 15,684 Chris Topple LTI 2018 In 2021, 30,132 shares vested related to the 2018 LTI plan. LTI 2019 4,722 4,722 9,444 0 LTI 2020 3,768 3,768 LTI 2021 3,663 3,663 LTI 2022 4,034 4,034 Georges Lauchard LTI 2020 3,360 3,360 0 LTI 2021 3,154 3,154 0 Fabrizio Testa LTI 2021 2,926 2,926 LTI 2022 3,422 3,422 Daryl Byrne LTI 2018 In 2021, 785 shares vested related to the 2018 LTI plan. LTI 2019 3,479 3,479 6,958 0 LTI 2020 2,520 2,520 LTI 2021 2,365 2,365 LTI 2022 2,566 2,566 Delphine d'Amarzit LTI 2021 2,628 2,628 LTI 2022 2,851 2,851 Simone Huis in 't Veld LTI 2020 2,520 2,520 LTI 2021 2,365 2,365 LTI 2022 2,566 2,566 Isabel Ucha LTI 2019 1,976 1,976 3,952 0 LTI 2020 1,431 1,431 LTI 2021 1,343 1,343 LTI 2022 1,457 1,457 Øvind Amundsen LTI 2020 1,531 1,531 LTI 2021 1,576 1,576 LTI 2022 1,667 1,667 Vincent van Dessel LTI 2018 In 2021, 5,412 shares vested related to the 2018 LTI plan. LTI 2019 2,419 2,419 4,838 0 LTI 2020 1,785 1,785 LTI 2021 1,692 1,692 LTI 2022 1,909 1,909 98,356 36,156 6,514 25,057 50,114 102,941 4.4.5Remuneration of Supervisory Board Members Supervisory Board Remuneration Policy The Remuneration Policy of the Supervisory Board was approved in the May 2021 Annual General Meeting, with a 95.54% percentage of favourable votes. The principles of the Supervisory Board Remuneration Policy are to compensate Supervisory Board members for the time dedicated to oversee Euronext in line with responsibilities required by the Civil Code, Dutch Corporate Governance Code, the Rules of Procedure of the Supervisory Board and the Articles of Association. The Remuneration Policy structure comprise a fixed fee and a variable amount per meeting. The Supervisory Board Remuneration Policy is aimed at ensuring a balanced, sustainable and competitive remuneration package supporting the long term strategy of Euronext and intends to compensate Supervisory Board members for the time dedicated to oversee Euronext in line with responsibilities required by the Dutch Civil Code, Dutch Corporate 4 Corporate Governance 154 2022 UNIVERSAL REGISTRATION DOCUMENT Governance Code, the Rules of Procedure of the Supervisory Board and the Articles of Association. Given the nature of the Supervisory Board’s responsibilities, remuneration is not linked to Company performance. Supervisory Board members are not granted equity-based compensation, in line with the Dutch Corporate Governance Code. The fee structure for the members of the Supervisory Board is the following: Role Fixed amount Variable amount (per physical meeting) Chairman of the Supervisory Board € 185,000 € 3,500 Vice-Chairman of the Supervisory Board € 95,000 € 2,500 Member of the Supervisory Board € 50,000 € 2,500 Chairman of the Audit Committee € 30,000 - Member of the Audit Committee € 9,000 - Chairman of the Risk Committee € 30,000 - Member of the Risk Committee € 9,000 - Chairman of the Remuneration Committee € 20,000 - Member of the Remuneration Committee € 9,000 - Chairman of the Governance & Nomination Committee € 20,000 - Member of the Governance & Nomination Committee € 9,000 - 2022 Remuneration In line with the Supervisory Board Remuneration Policy, gross amounts paid to members of the Supervisory Board in 2022 are disclosed below: Group Supervisory Board 2018 2019 2020 2021 (a) 2022 Piero Novelli €116,580 €252,500 Dick Sluimers €112,500 €129,000 €182,750 €197,728 €161,500 Manuel Ferreira da Silva €72,000 €87,000 €89,500 €82,200 €98,000 Jim Gollan €72,500 €85,000 €95,000 €31,576 Kerstin Günther €66,000 €81,000 €29,750 Luc Keuleneer €49,875 €81,000 €83,500 €26,667 Lieve Mostrey €0 €0 €0 €0 Padraic O’Connor €42,375 €84,000 €89,500 €89,500 €98,000 Nathalie Rachou €18,121 €93,500 €90,925 €109,000 Franck Silvent €63,500 €81,000 €83,500 €26,667 Morten Thorsrud €17,184 €83,500 €93,477 €116,500 Ramon Fernandez €69,500 €37,000 Alessandra Ferone €52,504 €90,508 Diana Chan €63,750 €116,000 Olivier Sichel €41,250 €75,000 Rika Coppens €52,500 €95,500 (a) The Remuneration Policy of the Supervisory Board has been implemented only for part of 2021, following the approval of the AGM in May 2021. Members of the Supervisory Board, also received remuneration in relation to their positions in the Supervisory Board of Euronext’s subsidiaries: Dick Sluimers and Rika Coppens for their position at Euronext Amsterdam, and Rika Coppens for her position at Euronext Brussels. These remunerations are disclosed in the figures as illustrated below. Local Boards 2018 2019 2020 2021 2022 Dick Sluimers €15,000 €15,000 €15,000 €15,000 €15,000 Rika Coppens €17,500 Euronext does not issue options or share plans or other incentive plans to members of the Supervisory Board. Euronext has not granted any loans to members of the Supervisory Board. There are no service contracts which Corporate Governance 2022 UNIVERSAL REGISTRATION DOCUMENT 155 provide for benefits upon termination of employment with members of the Supervisory Board. Appointment and dismissal The composition of the Supervisory Board has not changed in 2022. 4 Corporate Governance 156 2022 UNIVERSAL REGISTRATION DOCUMENT This page has been intentionally left blank Selected historical financial information and other financial information 2022 UNIVERSAL REGISTRATION DOCUMENT 157 5 5.1 Selected historical consolidated financial informationd and other financial information 5.2 Other Financial Information 5 Selected historical financial information and other financial information 158 2022 UNIVERSAL REGISTRATION DOCUMENT 5SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION AND OTHER FINANCIAL INFORMATION In accordance with Article 19 of Regulation (EU) 2017/1129, the following information is incorporated by reference in the Universal Registration Document: For Financial Year 2021 Required disclosures in the report of the Managing Board appearing in the Statement of the Managing Board, the Consolidated Financial Statements are presented on pages 213-298 and the corresponding auditor's report is presented on page 299 of the 2021 Universal Registration Document filed with the Autoriteit Financiële Markten on 31 March 2022 and available at: https://www.euronext.com/sites/default/files/financial- event-doc/2022-04/2021%20URD%20-%20ENX %20-%20PDF_1.pdf For Financial Year 2020 Required disclosures in the report of the Managing Board appearing in the Statement of the Managing Board, the Consolidated Financial Statements are presented on pages 217-301 and the corresponding auditor's report is presented on page 304 of the 2020 Universal Registration Document filed with the Autoriteit Financiële Markten on 30 March 2020 and available at: https://www.euronext.com/sites/default/files/financial- event-doc/2021-04/EUR_2020_URD_Light_3.pdf 5.1Selected Historical Consolidated Financial Information The selected consolidated financial information set out below is derived from the audited Consolidated Financial Statements for the financial years ended 31 December 2022, 2021 and 2020 and should be read in conjunction with, and is qualified by reference to, those Consolidated Financial Statements. Selected historical financial information and other financial information 2022 UNIVERSAL REGISTRATION DOCUMENT 159 Selected Consolidated Income Statement Data In thousands of euros Year ended 31 December 2022 31 December 2021 31 December 2020 Revenue Listing 218,380 189,689 145,473 Trading revenue 514,125 465,265 365,100 of which ▪Cash trading 301,714 293,684 259,606 ▪Derivatives trading 58,380 52,458 49,206 ▪Fixed income trading 92,951 65,783 2,620 ▪FX trading 28,406 23,479 26,352 ▪Power trading 32,674 29,861 27,316 Investor Services 9,596 8,894 7,584 Advanced data services 212,053 183,607 139,036 Post-trade 364,519 320,570 177,228 of which ▪Clearing 121,393 101,376 67,056 ▪Custody & Settlement and other 243,126 219,194 110,172 Euronext Technology Solutions & Other revenue 100,101 85,498 49,725 Net treasury income/(loss) through CCP business (4,913) 35,432 — Other income 1,530 3,455 172 Transitional income 3,419 6,245 — TOTAL REVENUE AND INCOME 1,418,810 1,298,655 884,318 Salaries and employee benefits (a) (307,017) (287,073) (203,308) Depreciation and amortisation (a) (160,191) (134,572) (59,255) Other operational expenses (a) (326,344) (297,719) (176,813) OPERATING PROFIT 625,258 579,291 444,942 Finance costs (37,078) (40,704) (17,262) Change in fair value of financial liabilities — — 263 Other net financing income 5,115 6,312 4,199 Results from equity investments 9,842 25,712 1,646 Gain on sale of subsidiaries 2,274 2,681 — Share of net profit from associates and joint ventures accounted for using the equity method, and impairments thereof 8,834 7,441 8,916 PROFIT BEFORE INCOME TAX 614,245 580,733 442,704 Income tax expense (163,605) (158,644) (122,157) PROFIT FOR THE YEAR 450,640 422,089 320,547 PROFIT ATTRIBUTABLE TO: ■Owners of the parent 437,827 413,344 315,484 ■Non-controlling interest 12,813 8,745 5,063 (a) The comparative periods have been re-presented, as a result of the removal of the line 'exceptional items'. See Chapter 8, Note 3, Section-Z, for more details on the re-presentation for 2021. For more details on the re-presentation for 2020, see paragraph "Exceptional items" in section 7.1.8 "Results of Operations". 5 Selected historical financial information and other financial information 160 2022 UNIVERSAL REGISTRATION DOCUMENT Selected Consolidated Balance Sheet Data In thousands of euros As at 31 December 2022 As at 31 December 2021 As at 31 December 2020 ASSETS Non-current assets Property, plant and equipment 109,389 97,580 56,024 Right-of-use assets 42,290 66,168 46,923 Goodwill and other intangible assets (a) 6,205,826 6,215,844 1,536,137 Deferred tax assets 18,917 37,489 20,844 Investments in associates and joint ventures 72,009 69,237 68,051 Financial assets at fair value through other comprehensive income 278,219 258,068 204,506 Financial assets at amortised cost 2,312 2,902 3,173 Other non-current assets 1,374 1,317 5,451 Total non-current assets 6,730,336 6,748,605 1,941,109 Current assets Trade and other receivables 318,087 394,986 181,161 Other current assets 27,585 21,573 13,810 Income tax receivables 54,931 9,965 3,250 Derivative financial instruments — 11,913 23,735 CCP clearing business assets 166,842,539 137,750,884 — Other current financial assets 162,740 157,590 92,090 Cash and cash equivalents 1,001,082 804,361 629,469 Total current assets 168,406,964 139,151,272 943,515 Assets from disposal groups held for sale — 6,436 — Total assets 175,137,300 145,906,313 2,884,624 EQUITY AND LIABILITIES Equity Issued capital 171,370 171,370 112,000 Share premium 2,432,426 2,432,426 116,560 Reserve own shares (32,836) (42,778) (19,867) Retained earnings 1,265,765 1,022,921 826,302 Other reserves 77,242 63,647 23,753 Shareholders' equity 3,913,967 3,647,586 1,058,748 Non-controlling interests (a) 126,339 123,114 30,238 Total equity 4,040,306 3,770,700 1,088,986 Non-current liabilities Borrowings 3,027,161 3,044,391 1,272,510 Lease liabilities 21,648 50,691 35,051 Deferred tax liabilities 552,574 592,431 92,860 Post-employment benefits 19,631 32,123 26,477 Contract liabilities 63,785 70,276 44,641 Provisions 7,049 8,847 14,519 Total non-current liabilities 3,691,848 3,798,759 1,486,058 Current liabilities Borrowings 17,370 17,359 8,243 Lease liabilities 28,466 20,993 15,900 Other current financial liabilities — — 521 Derivative financial instruments 19 — 375 CCP clearing business liabilities 166,858,684 137,732,403 — Current income tax liabilities 28,463 42,068 33,822 Trade and other payables 396,287 439,856 185,837 Contract liabilities 75,198 80,546 62,233 Provisions 659 2,308 2,649 Total current liabilities 167,405,146 138,335,533 309,580 Liabilities from disposal groups held for sale — 1,321 — Total equity and liabilities 175,137,300 145,906,313 2,884,624 (a) 2021 was restated as a result of an error. See Chapter 8, Note 3, Section-Y, for more details. Selected historical financial information and other financial information 2022 UNIVERSAL REGISTRATION DOCUMENT 161 Selected Statement of Cash Flows Data In thousands of euros Year ended 31 December 2022 31 December 2021 31 December 2020 Net cash generated by operating activities 616,486 543,706 277,988 Net cash (used in) investing activities (128,474) (4,215,509) (104,725) Net cash provided by/(used in) financing activities (276,479) 3,839,087 104,235 NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 211,533 167,284 277,498 Cash and cash equivalents – Beginning of period 809,409 629,469 369,822 Non-cash exchange gains/(losses) on cash and cash equivalents (19,860) 12,656 (17,851) CASH AND CASH EQUIVALENTS – END OF PERIOD (a) 1,001,082 809,409 629,469 (a) Includes €5.0 million of cash and cash equivalents classified as held for sale for the year ended 31 December 2021. 5.2Other Financial Information Non-IFRS financial measures In presenting and discussing the Group’s financial position, ('underlying') operating results and ('underlying') net results throughout this Universal Registration Document, management uses certain Alternative performance measures not defined by IFRS and that have not been audited or reviewed. These Alternative performance measures (APMs) should not be viewed in isolation as alternatives to the equivalent IFRS measures and should be used as supplementary information in conjunction with the most directly comparable IFRS measures. Alternative performance measures do not have standardised meaning under IFRS and therefore may not be comparable to similar measures presented by other companies. Euronext believes that these measures provide valuable supplemental information to the company’s management, investors and other stakeholders to evaluate the company’s performance. As from 1 January 2022, the Group removed the line 'exceptional items' from its consolidated income statement and introduced a columnar format for the presentation of 'underlying' and 'non-underlying' items. This change has been established in order to provide the reader with supplemental data relating to the Group's financial condition and results of operations (for details see chapter 8, Note 3, section U and Z, of this URD). The Group presents the line items of its consolidated income statement before any 'non-underlying' items, as this highlights more clearly trends in the Group’s business and results in more reliable and relevant information of the Group’s ongoing sustainable financial performance. As exceptional items no longer exist, the APMs that included exceptional items in their definition or calculation no longer provide relevant information. Therefore, the Group stopped using the APMs "Operating profit before exceptional items" and "Exceptional items". In addition, the Group stopped using previous definitions of the following APMs: "Adjusted net income", "Adjusted EPS", "EBITDA", "EBITDA margin", "EBITDA to Net operating cash flow" and "Net debt to EBITDA ratio". These definitions were replaced by their new definitions, providing more relevant information, as provided in the table below, which summarises the various APMs used throughout this Universal Registration Document, as well as the Group’s rationale and purpose to use a specific APM. Alternative Performance Measure Definition Rationale / purpose of use Adjusted net income Profit attributable to the owners of the Parent adjusted for any non-underlying items and tax related to those items. Adjusted net income is used by the Group to provide to investors a better understanding of the true profitability of the Group for the applicable period. Adjusted EPS The adjusted net income of the Group divided by the total weighted average number of shares outstanding for the period Adjusted EPS is used by the Group to provide to investors a better understanding of the true profitability per share of the Group for the applicable period. Free cash flow Net cash generated by operating activities minus capital expenditures Free cash flow represents the cash generating capability of the Group to pay dividends, repay providers of capital, or carry out acquisitions. 5 Selected historical financial information and other financial information 162 2022 UNIVERSAL REGISTRATION DOCUMENT Capital expenditures Purchase of property, plant and equipment plus purchase of intangible assets Capital expenditures indicate the Group's appetite to invest in existing and new fixed assets to maintain or grow the business. Non-underlying items Items of income and expense that are material by their size and/or that are infrequent and unusual by their nature or incidence are not considered to be incurred in the normal course of business. These items are disclosed in Chapter 8, Note 3, section U of the URD. Non-underlying items are presented separately in the Consolidated Statement of Profit or Loss, as defined in section 8.1 of the URD in order to improve the understanding of the operating performance of the Group. Adjusted operating profit Total revenues and income minus salaries and employee benefits, minus depreciation and amortisation minus other operating expenses, adjusted for any non-underlying items. Adjusted operating profit is used by the Group to measure its profit generated from its core business functions. Adjusted depreciation and amortisation Depreciation and amortisation, adjusted for any non-underlying items. Adjusted depreciation and amortisation is used by the Group to measure its depreciation and amortisation generated from its core business functions. Adjusted total revenue and income Total revenue and income, adjusted for any non-underlying items. Adjusted total revenue and income is used by the Group to measure its total revenue and income generated from its core business functions. EBITDA Operating profit before depreciation and amortisation. EBITDA is used by the Group to measure its operating performance. Adjusted EBITDA Adjusted operating profit before adjusted depreciation and amortisation. Adjusted EBITDA is used by the Group to measure its operating performance, as management believes that this measurement is most relevant in evaluating the operating results of the Group. This measure is included in the internal management reports that are reviewed by the CODM. EBITDA margin EBITDA (as defined above), divided by total revenue and income. EBITDA margin is used to show the ratio between the EBITDA and the revenue and income. Adjusted EBITDA margin Adjusted EBITDA (as defined above), divided by adjusted total revenue and income. Adjusted EBITDA margin is used to show the ratio between the Adjusted EBITDA and the revenue and income. EBITDA to Net operating cash flow Net cash generated by operating activities, divided by EBITDA (as defined above). This ratio, also called cash conversion ratio, is used to assess the efficiency of the Group to turn the EBITDA into cash. Net debt to EBITDA ratio The aggregated non-current and current borrowings of the Group less cash and cash equivalents of the Group, divided by EBITDA (as defined above) This ratio is used as a proxy to assess the Group's solvency (i.e. its ability to face its financial commitments in the long run). Selected historical financial information and other financial information 2022 UNIVERSAL REGISTRATION DOCUMENT 163 The figures used in the reconciliation tables below have been derived from the Consolidated Financial Statements as provided in section 8 of this Universal Registration Document. Reconciliation of Adjusted Total revenue and income, Adjusted Depreciation and amortisation and Adjusted Operating Profit In thousands of euros Year ended 31 December 2022 31 December 2021 31 December 2020 Total revenue and income 1,418,810 1,298,655 884,318 Non-underlying items included in total revenue and income (48,951) — — Adjusted Total revenue and income (a) 1,467,761 1,298,655 884,318 Depreciation and amortisation (160,191) (134,572) (59,255) Non-underlying items included in depreciation and amortisation (91,362) (73,180) (24,130) Adjusted Depreciation and amortisation (a) (68,829) (61,392) (35,125) Operating profit 625,258 579,291 444,942 Non-underlying items included in total revenues and income (48,951) — — Non-underlying items included in salaries and employee benefits (5,958) (11,273) (4,338) Non-underlying items included in depreciation and amortisation (91,362) (73,180) (24,130) Non-underlying items included in other operational expenses (21,259) (45,891) (11,513) Non-underlying items included in operating profit (167,530) (130,344) (39,981) Adjusted Operating profit (a) 792,788 709,635 484,923 (a)Adjusted Operating profit, Adjusted Depreciation and amortisation and Adjusted Total revenue and income are non-IFRS measures and should not be considered as an alternative to, or more meaningful than, and should be read in conjunction with Operating profit, Total revenue and income, Salaries and employee benefits, Depreciation and amortisation and Other operational expenses. Reconciliation of EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin, EBITDA to Net operating cash flow and Net debt to EBITDA ratio In thousands of euros (except for percentages and ratios) Year ended 31 December 2022 31 December 2021 31 December 2020 Operating profit 625,258 579,291 444,942 Depreciation and amortisation (160,191) (134,572) (59,255) EBITDA (a) 785,449 713,863 504,197 Total revenue and income 1,418,810 1,298,655 884,318 EBITDA margin(a) 55.4% 55.0% 57.0% Adjusted Operating profit 792,788 709,635 484,923 Adjusted Depreciation and amortisation (68,829) (61,392) (35,125) Adjusted EBITDA (a) 861,617 771,027 520,048 Adjusted Total revenue and income 1,467,761 1,298,655 884,318 Adjusted EBITDA margin(a) 58.7% 59.4% 58.8% Net cash generated by operating activities 616,486 543,706 277,988 EBITDA to Net operating cash flow (a) 78.5% 76.2% 55.1% Non-current Borrowings 3,027,161 3,044,391 1,272,510 Current Borrowings 17,370 17,359 8,243 Less: Cash and cash equivalents (1,001,082) (804,361) (629,469) Net debt 2,043,449 2,257,389 651,284 Net debt to EBITDA ratio (a) 2.60 3.16 1.29 (a)EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin, EBITDA to Net operating cash flow and Net debt to EBITDA ratio are non-IFRS measures and should not be considered as an alternative to, or more meaningful than, and should be read in conjunction with Operating profit, Depreciation and amortisation, Total revenue and income, Net cash generated by operating activities, Non-current Borrowings, Current Borrowings and Cash and cash equivalents. 5 Selected historical financial information and other financial information 164 2022 UNIVERSAL REGISTRATION DOCUMENT Reconciliation of Free Cash Flow and Capital Expenditures In thousands of euros Year ended 31 December 2022 31 December 2021 31 December 2020 Net cash generated by operating activities 616,486 543,706 277,988 Purchase of property, plant and equipment (31,867) (33,367) (6,649) Purchase of intangible assets (excluding intangible assets recognised on acquisition of subsidiaries) (67,650) (34,223) (12,569) Capital Expenditures (a) (99,517) (67,590) (19,218) Free Cash Flow (a) 516,969 476,116 258,770 (a)Free Cash Flow and Capital Expenditures are non-IFRS measures and should not be considered as an alternative to, or more meaningful than, and should be read in conjunction with, Net cash generated by operating activities. Reconciliation of Adjusted Net Income and Adjusted EPS Year Ended In millions of euros, unless stated otherwise 31 December 2022 31 December 2021 31 December 2020 Profit attributable to the owners of the Parent 437.8 413.3 315.5 EPS (Basic Earnings per Share) (€ per share) 4.10 4.30 4.14 Adjustments for non-underlying items included in: Total revenue and income (49.0) — — Depreciation and amortisation (D&A) (91.4) (73.2) (24.1) Operating expenses excluding D&A (27.2) (57.2) (15.9) Finance cost — (9.9) — Gain/(loss) on disposal of subsidiaries 2.3 2.7 — Impairment of investments in associates and joint ventures (1.5) (4.3) — Non-controlling interests 4.6 0.9 1.9 Tax related to non-underlying items 44.7 28.8 6.6 Adjusted Net Income (a) 555.3 525.5 347.0 Adjusted EPS (€ per share) (a) 5.21 5.47 4.56 (a)Adjusted Net Income and Adjusted EPS are non-IFRS measures and should not be considered as an alternative to, or more meaningful than, and should be read in conjunction with respectively, Profit attributable to the owners of the Parent and Basic Earnings per Share. Selected historical financial information and other financial information 2022 UNIVERSAL REGISTRATION DOCUMENT 165 This page has been intentionally left blank 5 Selected historical financial information and other financial information 166 2022 UNIVERSAL REGISTRATION DOCUMENT This page has been intentionally left blank General Description of the Company and its Share Capital 2022 UNIVERSAL REGISTRATION DOCUMENT 167 6 6.1 Legal Information on the Company 6.6 Anti-Takeover Provisions 6.1.1 General 6.1.2 Corporate Objects 6.7 Obligations of Shareholders and Members of the Managing Board to 6.2 Share Capital Disclose Holdings 6.2.1 Authorised and Issued Share Capital 6.2.2 Issue of Shares 6.8 Short Positions 6.2.3 Pre-Emption Rights 6.2.4 Acquisition of Shares in Euronext's Capital 6.9 Market Abuse Regime 6.2.5 Reduction of Share Capital 6.10 Transparency Directive 6.3 Shareholder Structure 6.11 Dutch Financial Reporting 6.4 Share Classes and Major Shareholders Supervision Act 6.4.1 Reference Shareholders 6.4.2 Major Shareholdings 6.12 Dividends and Other Distributions 6.5 General Meeting of Shareholders 6.13 2023 Financial Calendar and Voting Rights 6.5 6 General Description of the Company and its Share Capital 168 2022 UNIVERSAL REGISTRATION DOCUMENT 6GENERAL DESCRIPTION OF THE COMPANY AND ITS SHARE CAPITAL 6.1Legal information on the company 6.1.1General Euronext is a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands and is domiciled in the Netherlands. The Company was incorporated in the Netherlands on 15 March 2014. Euronext’s statutory seat (statutaire zetel) is in Amsterdam, the Netherlands, and its registered office and principal place of business is at Beursplein 5, 1012 JW Amsterdam, the Netherlands. The Company is registered with the trade register of the Chamber of Commerce for Amsterdam, the Netherlands, under number 60234520, and the telephone number is +31 (0)20-7214444. Euronext’s LEI is 724500QJ4QSZ3H9QU415 and its corporate website is https://www.euronext.com/en. Other than the sections of the 2021 Universal Registration Document and of the 2020 Registration Document that are explicitly incorporated by reference in this Universal Registration Document, the contents of Euronext’s website, or of websites accessible from hyperlinks on that website, do not form part of, and are not incorporated by reference into, this Universal Registration Document. 6.1.2Corporate Objects Euronext’s corporate objects, as set out in Article 3 of the Articles of Association, are to participate and to manage other enterprises and companies of which the objects are to set up, develop, hold and operate, directly or indirectly, one or more regulated and other markets or other facilities with regard to the listing of, the trading in, the post-trade processing of transactions in, and related services and process in, securities and derivatives, as well as to manage and finance subsidiaries, to enter into joint ventures with other enterprises and other companies engaged in one or more of the activities referred to above; to acquire, operate and dispose of industrial and intellectual property rights as well as real property; to provide security for the debts of the Company, its subsidiaries or any other legal person and to undertake all that is connected to the foregoing or in furtherance thereof. 6.2Share capital 6.2.1Authorised and Issued Share Capital Under the Articles of Association, Euronext’s authorised share capital amounts to €200,000,001.60 and is divided into 125,000,000 Ordinary Shares, each with a nominal value of €1.60 and one priority share with a nominal value of €1.60. All of Euronext’s shares have been or will be created under Dutch law. As of 31 December 2022, Euronext’s issued share capital amounts to €171,370,070.40 and is divided into 107,106,294 Ordinary Shares. The Priority Share is currently not outstanding. As of 31 December 2022, Euronext held 378,531 shares in its own share capital. All shares that are issued at the date of this Universal Registration Document are fully paid up. As of 31 December 2021, Euronext’s issued share capital amounted to €171,370,070.40 and was divided into 107,106,294 Ordinary Shares. Following the completion of the acquisition of the Borsa Italiana Group on 29 April 2021, CDP Equity and Intesa Sanpaolo participated in a private placement of Ordinary Shares to fund part of the purchase price of the transaction. Under the private placement, CDP Equity and Intesa Sanpaolo subscribed for 5,600,000 Ordinary Shares and 1,000,000 Ordinary Shares, respectively. In addition, on 13 May 2021, Euronext successfully completed the issuance of 30,506,294 ordinary shares through a rights offer launched on 29 April 2021. The net proceeds from the private placement and the rights offer have been used to partially refinance the acquisition of the Borsa Italiana Group. The reminder of the acquisition of the Borsa Italiana Group was refinanced through a bond issue. As of 31 December 2020, Euronext’s issued share capital amounted to €112,000,000 and was divided into 70,000,000 Ordinary Shares. No change occured in Euronext's issued share capital during 2020, 2019 nor 2018. All shares carry the same voting rights, with the exception of shares that are held by the Company or its subsidiaries, which are not entitled to be voted upon. There are no convertible securities, exchangeable securities or securities with warrants in Euronext. All of the Ordinary Shares represent capital in Euronext. No share or loan capital of any member of the Euronext group is under option or agreed, conditionally or unconditionally, to be put under option. 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. 6.2.2Issue of Shares General Description of the Company and its Share Capital 2022 UNIVERSAL REGISTRATION DOCUMENT 169 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. Euronext’s Articles of Association provide that the General Meeting may designate the authority to issue shares or grant rights to subscribe for shares, to the Managing Board upon proposal of the Supervisory Board on a proposal of the Managing Board, which proposal has been approved by the Supervisory Board. Pursuant to the Dutch Civil Code and Euronext’s Articles of Association, the period of designation may not exceed five years. Such designation may be renewed by a resolution of the General Meeting for a subsequent period of up to five years each time. Unless the resolution determines otherwise, the designation is irrevocable. At the designation, the number of shares which may be issued by the Managing Board must be determined. On 18 May 2022, the General Meeting designated the Managing Board as per 18 May 2022 for a period of eighteen months or until the date on which the meeting again extends the designation, if earlier, as the competent body to, subject to the approval of the Supervisory Board, issue ordinary shares and to grant rights to subscribe for ordinary shares up to a total of 10% of the currently issued ordinary share capital. As set out in the IPO prospectus of 10 June 2014, Euronext has an agreement with its Reference Shareholders to give reasonable prior notice if it uses this authority for share issuances in case of a merger or acquisition transaction. By supplemental letter agreement dated 29 April 2021 Euronext has, in addition, undertaken towards its Reference Shareholders that it will not use this authority for any share issuances, if and to the extent pursuant to such issuance the joint shareholding of the Reference Shareholders in Euronext N.V. would dilute to below 18.18%. 6.2.3Pre-Emption Rights Dutch company law and Euronext’s Articles of Association in most cases give shareholders pre-emption rights to subscribe on a pro rata basis for any issue of new shares or upon a grant of rights to subscribe for shares. Exceptions to these pre-emption rights include the issue of shares and the grant of rights to subscribe for shares (i) to Euronext’s employees, (ii) in return for non-cash consideration, or (iii) the issue of shares to persons exercising a previously granted right to subscribe for shares. A shareholder may exercise pre-emption rights during a period of two weeks from the date of the announcement of the issue or grant. The General Meeting or the Managing Board, if so designated by the General Meeting, may restrict the right or exclude shareholder pre-emption rights. A resolution by the General Meeting to designate the authority to exclude or limit pre-emption rights to the Managing Board requires a majority of at least two-thirds of the votes cast if less than 50% of Euronext’s issued share capital is represented and can only be taken upon proposal of the Supervisory Board or upon proposal of the Managing Board, which proposal has been approved by the Supervisory Board. If the General Meeting has not designated this authority to the Managing Board, the General Meeting may itself vote to limit or exclude pre-emption rights and will also require a majority of at least two-thirds of the votes cast, if less than 50% of Euronext’s issued share capital is represented at the General Meeting. On 18 May 2022, the General Meeting designated the Managing Board as per 18 May 2022 for a period of eighteen months or until the date on which the meeting again extends the designation, if earlier, as the competent body to, subject to the approval of the Supervisory Board, restrict or exclude the pre-emptive rights of shareholders pertaining to (the right to subscribe for) ordinary shares upon any issuance of ordinary shares (as referred to in Item 10a of the agenda of the meeting). The Company has an agreement with its Reference shareholders (see section 6.4.1 - Reference Shareholders) to give reasonable prior notice if Euronext uses this authority for share issuances in case of a merger or acquisition transaction. 6.2.4Acquisition of Shares in Euronext’s Capital Euronext may acquire fully paid shares at any time for no consideration (om niet), or, subject to the following provisions of Dutch law and its Articles of Association, Euronext may acquire fully paid shares for consideration, namely if (i) its shareholders’ equity, less the payment required to make the acquisition, does not fall below the sum of paid-in and called-up share capital and any statutory reserves, (ii) Euronext and its subsidiaries would thereafter not hold shares or hold a pledge over Euronext shares with an aggregate nominal value exceeding 50% of its issued share capital, and (iii) the Managing Board has been authorised by the General Meeting, with the prior approval of the Supervisory Board. Authorisation from the General Meeting to acquire Euronext shares must specify the number and class of shares that may be acquired, the manner in which shares may be acquired and the price range within which shares may be acquired. Such authorisation will be valid for no more than eighteen months. Any shares Euronext holds may not be voted or counted for voting quorum purposes. On 18 May 2022, the General Meeting designated the Managing Board as per 18 May 2022 for a period of eighteen months or until the date on which the meeting again extends the authorisation, if earlier, to, subject to the approval of the Supervisory Board, have the Company acquire ordinary shares in the share capital of the Company through purchase on a stock exchange or otherwise. The authorisation is given for the purchase of up to 10% of the issued ordinary shares at the time of the purchase, for a purchase price between (a) the par value of the ordinary shares at the time of the purchase and (b) the average closing price of the ordinary shares on Euronext Paris, Euronext Amsterdam, Euronext Brussels and Euronext Lisbon, during the five trading days preceding the day of purchase within a margin of 10% of that purchase price. Under the Facilities Agreement (see section 7.1.11 - Facilities Agreement), Euronext’s ability to acquire its shares is restricted, subject to certain exceptions. 6.2.5Reduction of Share Capital Under Euronext’s Articles of Association, upon a proposal from the Supervisory Board, or upon proposal of the Managing Board, which has been approved by the Supervisory Board, the General Meeting may resolve to 6 General Description of the Company and its Share Capital 170 2022 UNIVERSAL REGISTRATION DOCUMENT reduce Euronext’s issued and outstanding share capital by cancelling its shares, or by amending Euronext’s Articles of Association to reduce the nominal value of its shares. The decision to reduce Euronext’s share capital requires a majority of at least two-thirds of the votes cast if less than 50% of Euronext’s issued share capital is present or represented at the General Meeting. 6.3Shareholder Structure The shareholding structure as of 31 December 2022 was as follows . Shareholder Number of shares % of capital Reference shareholders (a) 25,501,046 23.81% Treasury Shares 378,531 0.35% Employees 119,435 0.11% Free float 81,107,282 75.73% TOTAL 107,106,294 100.00% (a) Only includes the shares held within the Reference Shareholders Agreement 6.4Share classes and Major Shareholders 6.4.1Reference 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 of 33.36% of the issued and outstanding Ordinary Shares from ICE, the selling shareholder at the IPO, at €19.20 or a 4% discount to the offer price (€20.00). The initial group of Reference shareholders was comprised of Novo Banco, BNP Paribas S.A., BNP Paribas Fortis S.A./ N.V., ABN AMRO Bank N.V. through its subsidiary ABN AMRO Participaties Fund I B.V., ASR Levensverzekering N.V. (a company of the ASR Nederland group), Caisse des Dépôts et Consignations, Bpifrance Participations, Euroclear S.A./ N.V., Société Fédérale de Participations et d’Investissement/Federale Participatie- en Investeringsmaatschappij, Société Générale and Banco BPI Pension Fund represented by BPI Vida e Pensões – Companhia de Seguros, S.A. On 3 June 2014, the initial Reference Shareholders entered into an agreement (the “Reference Shareholders Agreement”) in relation to their shareholdings in Euronext General Description of the Company and its Share Capital 2022 UNIVERSAL REGISTRATION DOCUMENT 171 N.V.. Subsequently, a first Reference Shareholders extension agreement was executed on 17 June 2017 and a second Reference Shareholders Agreement on 20 June 2019 (the initial Reference Shareholders Agreement, the first extension and the second extension collectively also referred to as the "Reference Shareholders Agreement"). The Reference Shareholders Agreement provided that it and all restrictions and requirements thereunder would terminate on 20 June 2021 unless extended by written agreement. As such, on 29 April 2021, as part of the completion of the acquisition of the Borsa Italiana Group, CDP Equity and Intesa SanPaolo acceded to the Reference Shareholders Agreement by entering into the extension and amendment agreement with the Reference Shareholders (the “Extension Agreement”), and accordingly the letter agreement between Euronext and the Reference Shareholders was amended. One party left the group of Reference Shareholders. The Reference Shareholders Agreement, as extended and amended by the Extension Agreement, will terminate three years from completion, thus on 29 April 2024. As at 31 December 2022, the Reference Shareholders are: Name of reference shareholder Number of shares Individual shareholding (% of capital) ABN AMRO Bank N.V. through its subsidiary ABN AMRO Participaties Fund I B.V. 539,000 0.50% Caisse des Dépôts et Consignations 7,840,000 7.32% CDP Equity 7,840,000 7.32% Euroclear S.A./N.V. 4,284,252 4.00% Intesa SanPaolo 1,606,594 1.50% Société Fédérale de Participations et d’Investissement/ Federale Participatie- en Investeringsmaatschappij 3,391,200 3.17% TOTAL SHAREHOLDING (a) 25,501,046 23.81% (a) Only includes the shares held within the Reference Shareholders Agreement Share Transfer Restriction Under the Reference Shareholders Agreement, as amended on 29 April 2021, each of the Reference Shareholders has agreed not to sell or otherwise transfer or dispose of any of the Ordinary Shares such Reference Shareholder holds pursuant to the Share Purchase Agreement for a period of three years commencing on 29 April 2021(the “Restricted Period”). This transfer restriction does not apply to transfers to: (1) affiliates of a Reference Shareholder, provided that the transferee agrees to be bound by this transfer restriction and the other terms and conditions of the Reference Shareholders Agreement and shall accede to the Reference Shareholders Agreement; (2) another Reference Shareholder, provided that the Ordinary Shares transferred will continue to be subject to the transfer restriction and the other terms and conditions of the Reference Shareholders Agreement as if originally held by the acquiring Reference Shareholder; and (3) a third party with the unanimous consent in writing of the Reference Shareholders (subject to the consent of the relevant regulator(s)), such consent not to be unreasonably withheld and provided the third party shall accede to the Reference Shareholders Agreement, and further provided that no mandatory bid obligation is triggered by such transfer). In the event of transfers to an affiliate of a Reference Shareholder, such affiliate must re-transfer the relevant Ordinary Shares to the initial Reference Shareholder prior to ceasing to be an affiliate of such Reference Shareholder. In the event of proposed transfers to another Reference Shareholder, the other Reference Shareholders will have a right of first refusal pro rata to their respective holdings. In addition, repo and securities lending transactions may be excluded from this restriction on the basis of guidelines to be agreed. In addition, notwithstanding this share transfer restriction: ■ABN AMRO Bank N.V. and Intesa SanPaolo may each elect to leave the Reference Shareholders Agreement and other ancillary agreements during a 30-day period commencing on the date that is two years after the commencement of the Restricted Period by giving written notice to the other parties to the Reference Shareholders Agreement, provided that the remaining Reference Shareholders shall have a right to acquire all restricted Ordinary Shares held by the departing Reference Shareholder, pro rata to their respective holdings. Each of the remaining Reference Shareholders may also elect to appoint a third- party purchaser to acquire such restricted Ordinary Shares in accordance with these provisions. Any restricted Ordinary Shares not taken up by the remaining Reference Shareholders shall cease to be subject to these transfer restrictions. Such a departing Reference Shareholder may also elect to diminish the extent of its restricted Ordinary Shares after such two years. In that case, the same procedure will apply for the part of the interest the departing Reference Shareholder wants to exit; and ■where an Emergency Event1 occurs in respect of any of the Reference Shareholders or any of its affiliates, the departing Reference Shareholder may elect to leave the Reference Shareholders Agreement and other ancillary agreements by giving written notice to the other parties to the Reference Shareholders Agreement, provided that the remaining Reference Shareholders shall have 6 General Description of the Company and its Share Capital 172 2022 UNIVERSAL REGISTRATION DOCUMENT 1 an Emergency Event is a material action taken in respect of a member of the group of the departing Reference Shareholder as contemplated by the Bank Recovery and Resolution Directive or other similar action in respect of a member of the group of the departing Reference Shareholder. a right to acquire all restricted Ordinary Shares held by the departing Reference Shareholder, pro rata to their respective holdings. Each of the remaining Reference Shareholders may also elect to appoint a third party purchaser to acquire such restricted Ordinary Shares in accordance with these provisions. Any restricted Ordinary Shares not taken up by the remaining Reference Shareholders shall cease to be subject to these transfer restrictions. A departing Reference Shareholder may also elect to diminish the extent of its restricted Ordinary Shares in case of an Emergency Event. In that case, the same procedure will apply for the part of the interest the departing Reference Shareholder wants to exit. Moreover, pursuant to the Reference Shareholders Agreement: (1) each Reference Shareholder has such number of votes equal to the aggregate number of restricted Ordinary Shares held by the Reference Shareholder and its affiliates. The restriction in the Reference Shareholders Agreement that no Reference Shareholder shall at any time have one-third or more of the votes within the Committee of Representatives of the Reference Shareholders regardless of the number of Ordinary Shares held will be removed; and (2) any resolution having a potential impact on the Company’s strategy and/or on the principles of the federal model and the business of the stock exchanges operated by the Combined Group will, in addition to the existing matters, require a qualified majority of two thirds of the votes cast. The Reference Shareholders Agreement, as extended and amended, will terminate three years from completion of the Transaction. 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 or being forced to make a mandatory bid (verplicht openbaar bod) for the Ordinary Shares within the meaning of section 5:70 of the Dutch Wet op het financieel toezicht (Financial Supervision Act) implementing Article 5 of Directive 2004/25/EC. Supervisory Board Representation The Reference shareholders, acting jointly, have the right to propose one third of the Supervisory Board members. Members of the Supervisory Board appointed upon nomination by the Reference shareholders are referred to as “Reference shareholder directors”. The Supervisory Board undertakes to nominate the person proposed by the Reference shareholders to the shareholders meeting of Euronext, absent its objection to such nomination on the grounds of the nominee reasonably not meeting the suitability and integrity criteria under applicable Dutch law and subject to any applicable regulatory assessments, approvals and requirements. Reference shareholder directors are appointed by the General Meeting for four year terms. Should the Reference Shareholders Agreement terminate prior to the end of such term, the term shall end on the day following the next General Meeting of Euronext N.V. 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 Other than as indicated below, the decisions of the Committee of Representatives are adopted by absolute majority of the votes cast. A qualified majority of two thirds of the votes cast is required as indicated below. Each Reference shareholder has a number of votes equal to the aggregate number of Ordinary Shares held by it and its affiliates, provided that no Reference shareholder shall have over one-third of the votes of the Committee of Representatives regardless of the number of Ordinary Shares it holds. Whenever the Reference Shareholders Agreement requires joint decision making of the Reference shareholders in 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; General Description of the Company and its Share Capital 2022 UNIVERSAL REGISTRATION DOCUMENT 173 ■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 (as defined in the ‘Transaction’ section below), unless extended by written agreement signed by all Reference shareholders, subject to any regulatory declarations of no objection or regulatory approvals, (ii) the Company entering into bankruptcy 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 21% of the issued share capital of the Company unless increased to at least 21% again within 30 days after such event. The Reference Shareholders Agreement terminated on 21 June 2021. Letter Agreement In addition to the Reference Shareholders Agreement as amended and extended as set forth above, Euronext N.V. and the Reference Shareholders have entered into an agreement governing their relationship (the “Letter Agreement”). The initial Letter Agreement is dated 4 June 2014 and was supplemented on 25 March 2015 and amended and extended on 13 June 2017, and subsequently amended and extended on 17 June 2019. Simultaneously with the Extension Agreement, the Letter Agreement was amended on 29 April 2021 and extended in the context of the Transaction as defined below. The main purpose of the Letter Agreement is to enhance and reinforce the regular dialogue between Euronext and the Reference Shareholders, addressing (i) the right of the Reference Shareholders to retain one third of the Supervisory Board seats, (ii) the use by Euronext of the delegated authorities for the issuance / repurchase of shares, with the possible exclusion or restriction of pre-emption rights, (iii) the process of communication between Euronext and the Reference Shareholders, which includes periodical meetings on topics including strategy, governance and financing structure; and (iv) the involvement of the Reference shareholders in the selection procedure in case of any vacancies for the CEO, the COO or Supervisory Board positions. 6.4.2Major Shareholdings On top of the Reference Shareholders who jointly own 23.81%2 and whose individual holdings are disclosed above and according to the AFM any substantial holding, gross long and gross short positions in issuing institutions and shares with special controlling rights have to be notified. The duty to notify applies to legal entities as well as natural persons. An issuing institution is: a public limited company (naamloze vennootschap) incorporated under Dutch law whose (depositary receipts for) shares are admitted to trading on a regulated market in the Netherlands or in another Member State of the European Union or an EEA State, or a legal entity incorporated under the law of a state that is not an European Union Member State and whose (depositary receipts for) shares are admitted to trading on a regulated market in the Netherlands. As soon as the substantial holding, gross long or or gross short position equals or exceeds 3% of the issued capital, the holder should report this. Subsequently, it should notify the AFM again when its substantial holding, gross long or gross short position consequently reaches, exceeds or falls below a threshold. This can be caused by the acquisition or disposal of shares by the shareholder or because the issued capital of the issuing institution is increased or decreased. Thresholds are: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%. The AFM notifies the Company of such disclosures and includes them in a register, which is published on the AFM’s website. Furthermore, an obligation to disclose (net) short positions is set out in the EU Regulation on Short Selling. In 2022 and from 1 January 2023 until the publication of this Universal Registration Document, the following crossings of thresholds were declared: 6 General Description of the Company and its Share Capital 174 2022 UNIVERSAL REGISTRATION DOCUMENT 2 Only including share held within the Reference Shareholder Agreement Date Shareholder having crossed the threshold Crossing of threshold in capital and voting right Type No of shares declared % of voting rights at date of declaration 11/01/2022 Massachusetts Financial Services Company 5% Decrease 5,343,640 6.49% 10/03./2022 Massachusetts Financial Services Company 5% Increase 5,385,551 6.55% 22/09/2022 BlackRock Inc. 3% Increase 3,590,612 4.15% 23/09/2022 BlackRock Inc. 3% Decrease 3,494,132 4.06% 12/10/2022 Amundi Asset Management 3% Increase 3,523,011 3.29% 21/10/2022 Amundi Asset Management 3% Decrease 3,196,194 2.98% 30/11/2022 Black Rock Inc. 3% Increase 3,496,870 4.11% 01/12/2022 Black Rock Inc. 3% Increase 3,398,951 4.02% 28/01/2023 Amundi Asset Management 3% Increase 3,333,323 3.11% 22/02/2023 BlackRock Inc. 3% Increase 3,675,507 4.20% 01/03/2023 Amundi Asset Management 3% Decrease 3,057,126 2.85% 06/03/2023 Amundi Asset Management 3% Increase 3,164,430 3.00% 23/03/2023 Amundi Asset Management 3% Decrease 3,015,339 2.82% None of Euronext’s shareholders hold 10% or more in the capital of the Company. As of the date of publication of the 2022 Universal Registration Document, the only shareholders owning more than 3% (excluding the Reference Shareholders that jointly own 23.81%) and declaring it to the AFM are listed below: Shareholder having crossed the threshold Nb of shares % of voting rights at date of declaration Massachusetts Financial Services Company 5,385,551 6.55% Capital Research and Management Company — 5.14% BlackRock Inc. 3,675,507 4.20% 6.5General Meeting of Shareholders and Voting Rights The Annual General Meeting must be held within six months after the end of each financial year. An Extraordinary General Meeting may be convened, whenever Euronext’s interests so require, by the Managing Board or the Supervisory Board. Shareholders representing alone or in aggregate at least one-tenth of Euronext’s issued and outstanding share capital may, pursuant to the Dutch Civil Code, request that a General Meeting be convened. Within three months of it becoming apparent to the Managing Board that Euronext’s equity has decreased to an amount equal to or lower than one-half of the paid-in and called-up capital, a General Meeting will be held to discuss any requisite measures. Euronext will give notice of each General Meeting by publication on its website and in any other manner that Euronext may be required to follow in order to comply with and the applicable requirements of regulations pursuant to the listing of its shares on Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris. The notice convening any General Meeting must include, among other items, an agenda indicating the place and date of the meeting, the items for discussion and voting, the proceedings for registration including the registration date, as well as any proposals for the agenda. Pursuant to Dutch law, shareholders holding at least 3% of Euronext’s issued and outstanding share capital have a right to request the Managing Board and the Supervisory Board to include items on the agenda of the General Meeting. The Managing Board and the Supervisory Board must agree to these requests, provided that (i) the request was made in writing and motivated, and (ii) the request was received by the Chairman of the Managing Board or the Chairman of the Supervisory Board at least sixty days prior to the date of the General Meeting. The Managing Board must give notice of a General Meeting, by at least such number of days prior to the day of the meeting as required by Dutch law, which is currently forty- two days. Each shareholder (as well as other persons with voting rights or meeting rights) may attend the General Meeting, to address the General Meeting and, in so far as they have such right, to exercise voting rights pro rata to its shareholding, either in person or by proxy. Shareholders may exercise these rights, if they are the holders of shares on the registration date which is currently the 28th day before the day of the meeting, and they or their proxy have notified Euronext of their intention to attend the meeting in writing at the address and by the date specified in the notice of the meeting. General Description of the Company and its Share Capital 2022 UNIVERSAL REGISTRATION DOCUMENT 175 The Managing Board may decide that persons entitled to attend General Meetings and vote there may, within a period prior to the General Meeting to be set by the Managing Board, which period cannot start prior to the registration date, cast their vote electronically or by post in a manner to be decided by the Managing Board. Votes cast in accordance with the previous sentence are equal to votes cast at the meeting. Each shareholder may cast one vote for each Ordinary Share held. Members of the Managing Board and the Supervisory Board may attend a General Meeting in which they have an advisory role. The voting rights attached to shares are suspended as long as such shares are held by Euronext. The rights of the holders of Ordinary Shares that were offered and sold in the Offering rank pari passu with each other and with all other holders of the Ordinary Shares, including the Reference shareholders, with respect to voting rights and distributions. Euronext has no intention of changing the rights of shareholders. Resolutions of the General Meeting are taken by an absolute majority, except where Dutch law or Euronext’s Articles of Association provide for a qualified majority or unanimity. One General Meeting was held in 2022. The Annual General Meeting was held on 18 May 2022. In this meeting decisions were taken to adopt the 2021 Financial Statements, to declare a dividend of €1.93 per ordinary share, to discharge the members of the Managing Board and Supervisory Board in respect of their duties performed during the year 2021, to re-appointment Manuel Ferreira da Silva and Padraic O’Connor to the Supervisory Board, to appoint Fabrizio Testa as a member of the Managing Board, to appoint of Ernst & Young Accountants LLP3 as the Company’s external auditors, amendment of the Articles of Association of Euronext N.V., and to designate the Managing Board as the competent body to 1) issue ordinary shares, 2) to restrict or exclude the pre-emptive rights of shareholders and 3) to acquire ordinary shares in the share capital of the Company on behalf of the Company. 6.6Anti-Takeovers Provisions Euronext currently does not have any anti-takeover provisions. 6.7Obligations of Shareholders and Members of the Managing Board to Disclose Holdings Shareholders may be subject to notification obligations under the Dutch Financial Supervision Act. Pursuant to chapter 5.3 of the Dutch Financial Supervision Act, any person who, directly or indirectly, acquires or disposes of an actual or potential capital interest and/or voting rights in the Company must immediately give written notice to the AFM of such acquisition or disposal by means of a standard form if, as a result of such acquisition or disposal, the percentage of capital interest and/or voting rights held by such person reaches, exceeds or falls below the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%. In addition, any person whose capital interest or voting rights reaches, exceeds or falls below a threshold due to a change in Euronext’s outstanding share capital, or in votes that can be cast on the shares as notified to the AFM by the Company, should notify the AFM no later than the fourth trading day after the AFM has published Euronext’s notification of the change in its outstanding share capital. Each person holding an interest in Euronext’s share capital or voting rights of 3% or more at the time of admission of Euronext’s shares to trading must immediately notify the AFM. Furthermore, every holder of 3% or more of the Company’s share capital or voting rights whose interest at 31 December at midnight differs from a previous notification to the AFM must notify the AFM within four weeks. For the purpose of calculating the percentage of capital interest or voting rights, the following interests must be taken into account: (i) shares and/or voting rights directly held (or acquired or disposed of) by any person, (ii) shares and/or voting rights held (or acquired or disposed of) by such person’s subsidiaries or by a third party for such person’s account or by a third party with whom such person has concluded an oral or written voting agreement, (iii) voting rights acquired pursuant to an agreement providing for a temporary transfer of voting rights in consideration for a payment, and (iv) shares and/or voting rights which such person, or any controlled entity or third party referred to above, may acquire pursuant to any option or other right to acquire shares and/or the attached voting rights. Special rules apply to the attribution of shares and/or voting rights that are part of the property of a partnership or other form of joint ownership. A holder of a pledge or right of usufruct in respect of shares can also be subject to notification obligations, if such person has, or can acquire, the right to vote on the shares. The acquisition of (conditional) voting rights by a pledgee or beneficial owner 6 General Description of the Company and its Share Capital 176 2022 UNIVERSAL REGISTRATION DOCUMENT 3 Whose principal place of business is at Boompjes 258, 3011 XZ Rotterdam, the Netherlands. Ernst & Young Accountants LLP is registered at the Chamber of Commerce of Rotterdam in the Netherlands under number 24432944. The office address of the independent auditor of Ernst & Young Accountants LLP that signed the independent auditor’s report is Cross Towers, Antonio Vivaldistraat 150, 1083 HP Amsterdam, the Netherlands. The auditor signing the independent auditor's reports on behalf of Ernst & Young Accountants LLP is a member of the Royal Netherlands Institute of Chartered Accountants (Koninklijke Nederlandse Beroepsorganisatie van Accountants). may also trigger notification obligations as if the pledgee or beneficial owner were the legal holder of the shares and/or voting rights. Under the Dutch Financial Supervision Act, Euronext was required to file a report with the AFM promptly after the date of listing its shares setting out its issued and outstanding share capital and voting rights. Thereafter, Euronext is required to notify the AFM promptly of any change of 1% or more in its issued and outstanding share capital or voting rights since the previous notification. The AFM must be notified of other changes in Euronext’s issued and outstanding share capital or voting rights within eight days after the end of the quarter in which the change occurred. The AFM will publish all Euronext’s notifications of its issued and outstanding share capital and voting rights in a public register. If a person’s capital interest and/or voting rights reach, exceed or fall below the above-mentioned thresholds as a result of a change in Euronext’s issued and outstanding share capital or voting rights, such person is required to make a notification not later than on the fourth trading day after the AFM has published Euronext’s notification as described above. Furthermore, each member of the Managing Board, the Supervisory Board and certain other persons who, inter alia, have (co-)managerial responsibilities in respect of the Company, as well as certain persons closely associated with any such members or other persons, must immediately give written notice to the AFM by means of a standard form of all shares and voting rights in Euronext held by him or her at the time of admission of Euronext’s shares to listing and thereafter of any change in his or her holding of shares and voting rights in Euronext. 6.8Short Positions Each person holding a net short position amounting to 0.2% or more of the issued share capital of a Dutch listed company must report it to the AFM. Each subsequent increase of this position by 0.1% above 0.2% will also have to be reported. Each net short position equal to 0.5% of the issued share capital of a Dutch-listed company and any subsequent increase of that position by 0.1% will be made public via the AFM short selling register. To calculate whether a natural person or legal person has a net short position, their short positions and long positions must be set off. A short transaction in a share can only be contracted if a reasonable case can be made that the shares sold can actually be delivered, which requires confirmation of a third party that the shares have been located. There is also an obligation to notify the AFM of gross short positions. The notification thresholds are the same as apply in respect of the notification of actual or potential capital interests in the capital and/or voting rights, as described above. The AFM keeps a public register of all notification made pursuant to these disclosure obligations and publishes any notification received. In 2022, no short position was declared to the AFM. 6.9Market Abuse Regime The Market Abuse Regulation (Regulation (EU) nr. 596/2014 (the “MAR”) and related Commission Implementing Regulations and Delegated Regulations, provide for specific rules that intend to prevent market abuse, such as the prohibitions on insider trading, divulging inside information and tipping, and market manipulation (the “European Union Market Abuse Rules”). Euronext is subject to the European Union Market Abuse Rules and non-compliance with these rules may lead to criminal fines, administrative fines, imprisonment or other sanctions. The European Union Market Abuse Rules on market manipulation may restrict Euronext’s ability to buy back its shares. In certain circumstances, investors in Euronext can also be subject to the European Union Market Abuse Rules. Pursuant to Article 19 of the MAR (Managers’ transactions), members of the Managing Board, Supervisory Board and any senior executive who has regular access to inside information relating directly or indirectly to Euronext and has the power to take managerial decisions affecting the future developments and business prospects of Euronext, (persons discharging managerial responsibilities (PDMR’S); in case of Euronext Supervisory Board, Managing Board and permanent invitees to Managing Board meetings), must notify the AFM of every transaction conducted on their own account relating to the shares or debt instruments of Euronext or to derivatives or other financial instruments linked thereto. In addition, certain persons closely associated with members of Euronext’s Managing Board or any of the other persons as described above and designated by the MAR PDMR’S must also notify the AFM of every transaction conducted on their own account relating to the shares or debt instruments of Euronext or to derivatives or other financial instruments linked thereto. The MAR determines the following categories of persons: (i) the spouse or any partner considered by national law as equivalent to the spouse, (ii) dependent children, (iii) other relatives who have shared the same household for at least one year at the relevant transaction date and (iv) a legal person, trust or partnership, the managerial responsibilities of which are discharged by a person discharging managerial responsibilities or by a person referred to in point (i), (ii) or (iii), which is directly or indirectly controlled by such a person, which is set up for the benefit of such a person, or the economic interests of which are substantially equivalent to those of such a person. These notifications must be made no later than on the third business day following the transaction date and by means of a standard form. The notification may be postponed until the moment that the value of the transactions performed for the PDMR that person’s own account, or transactions carried out by the persons closely associated with that person, reaches or exceeds an amount of €5,000 in the calendar year in question. General Description of the Company and its Share Capital 2022 UNIVERSAL REGISTRATION DOCUMENT 177 The AFM keeps a public register of all notifications under art. 19 of the MAR. Third parties can request to be notified automatically by e-mail of changes to the public register. Pursuant to the MAR, Euronext will maintain a list of its insiders. In addition, to further ensure compliance with MAR, Euronext has adopted an internal policy relating to the possession of and transactions by members of its PDMR’S and employees in Euronext shares or in financial instruments of which the value is (co)determined by the value of the shares. Euronext N.V. Insider Trading Policy has been published on its website on https://www.euronext.com/ en/investors/corporate-governance. 6.10Transparency Directive After the admission to listing of its shares on Euronext Amsterdam, Euronext Brussels and Euronext Paris on 20 June 2014, and on Euronext Lisbon on 17 September 2014, Euronext became a listed public limited liability company (naamloze Vennootschap) incorporated and existing under the laws of the Netherlands. The Netherlands is Euronext’s home member state for the purposes of the Transparency Directive (Directive 2004/109/EC as most recently amended by Directive 2013/50/EU) as a consequence of which it is subject to the Dutch Financial Supervision Act in respect of certain on-going transparency and disclosure obligations upon admission to listing and trading of its shares on Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris. 6.11Dutch Financial Reporting Supervision Act The Dutch Financial Reporting Supervision Act (Wet toezicht financiële verslaggeving) (the “FRSA”) applies to financial years starting from 1 January 2006. On the basis of the FRSA, the AFM supervises the application of financial reporting standards by, among others, companies whose corporate seat is in the Netherlands and whose securities are listed on a Dutch Regulated Market or foreign stock exchange. Pursuant to the FRSA, the AFM has an independent right to (i) request an explanation from Euronext regarding its application of the applicable financial reporting standards and (ii) recommend to Euronext the making available of further explanations. If Euronext does not comply with such a request or recommendation, the AFM may request that the Enterprise Chamber order Euronext to (i) make available further explanations as recommended by the AFM, (ii) provide an explanation of the way it has applied the applicable financial reporting standards to its financial reports or (iii) prepare Euronext’s financial reports in accordance with the Enterprise Chamber’s instructions. This Universal Registration Document also concerns the annual financial reporting within the meaning of 5:25c(2) of the Dutch Financial Supervision Act. The sections 1, 2, 3, 5, 6 and 7, as well as sections 4.1 and 4.2 concern the directors’ report within the meaning of 2:391 of the Dutch Civil Code, the statement of the Managing Board has been included in section 4.2.1 and the Financial Statements in section 8. 6.12Dividends and Other Distributions Euronext may make distributions to its shareholders only insofar as its shareholders’ equity exceeds the sum of the paid-in and called-up share capital plus the reserves as required to be maintained by Dutch law or by its Articles of Association. Under Euronext’s Articles of Association, the Managing Board decides which part of any profit will be reserved. At the time of its IPO in 2014, Euronext’s dividend policy was established to achieve a dividend pay-out ratio of approximately 50% of net income, upon the approval of the Annual General Meeting, and as long as the Company is in position to pay this dividend while meeting all its various duties and obligations. In October 2019, Euronext released its new strategic plan 'Let's Grow Together 2022' and established a dividend policy over the duration of the plan consisting of distributing 50 % of the reported net income, upon the approval of the Annual General Meeting, and as long as the Company is in position to pay this dividend while meeting all its various duties and obligation. In November 2021, Euronext released its new strategic plan 'Growth for Impact 2024' and reiterated that the Group dividend policy would remain unchanged over the duration of the plan until 2024, consisting of distributing 50% of the reported net income, upon the approval of the Annual General Meeting, and as long as the Company is in position to pay this dividend while meeting all its various duties and obligation. In July 2022, Euronext announced that Euronext Clearing reduced its investment portfolio with the aim of strengthening and preserving its available regulatory capital and aligning the investment strategy to the level of market volatility and uncertainty. As a result, Euronext recorded a post-tax loss of €35 million in the third quarter of 2022. As the sale of the portfolio had no negative impact on the available capital of the Group, Euronext announced that the dividend for the financial year 2022 will be adjusted to neutralize any negative impact from this operation, upon the approval of the Annual General Meeting. Following the early repayment of its previous term loan facility on 23 March 2017 (see section 7.1.11 - Facilities Agreement), and under the conditions of the new bank loan facility in which the Group entered on 18 July 2017, Euronext is no longer restricted to distributions, share repurchases or share redemptions. Repurchase of shares for the needs of the Employee Offering and employee shareholding and management incentive programs that Euronext may 6 General Description of the Company and its Share Capital 178 2022 UNIVERSAL REGISTRATION DOCUMENT implement from time to time, which may be offered for free or at a discount and repurchase of shares in accordance with liquidity or market making programmes are not restricted within the Facilities Agreement. Euronext may make a distribution of dividends to its shareholders only after the adoption of Euronext’s statutory annual accounts demonstrating that such distribution is legally permitted. The profit, as this appears from the adopted annual accounts, shall be at the free disposal of the General Meeting, provided that the General Meeting may only resolve on any reservation of the profits or the distribution of any profits pursuant to and in accordance with a proposal thereto of the Supervisory Board or a proposal of the Managing Board, which has been approved by the Supervisory Board. Resolutions of the General Meeting with regard to a distribution at the expense of the reserves shall require the approval of the Managing Board and the Supervisory Board. The Managing Board is permitted to resolve to make interim distributions to Euronext shareholders, subject to approval of the Supervisory Board. The General Meeting may also resolve to make interim distributions to Euronext shareholders, pursuant to and in accordance with a proposal thereto by the Managing Board, which has been approved by the Supervisory Board. The Managing Board may decide that, subject to approval of the Supervisory Board, a distribution on shares shall not be made in cash or not entirely made in cash but other than in cash, including but not limited in the form of shares in the Company or decide that shareholders shall be given the option to receive a distribution either in cash or other than in cash. The Managing Board shall, subject to approval of the Supervisory Board, determine the conditions under which such option can be given to Euronext’s shareholders. Shareholders are entitled to share the profit pro rata to their shareholding. Claims to dividends and other distributions not made within five years from the date that such dividends or distributions became payable will lapse, and any such amounts will be considered to have been forfeited to Euronext (verjaring). For the previous years, the following amounts of dividend per share were paid: Financial year Dividend per share For the year 2014 €0.84 For the year 2015 €1.24 For the year 2016 €1.42 For the year 2017 €1.73 For the year 2018 €1.54 For the year 2019 €1.59 For the year 2020 €1.47 For the year 2021 €1.93 6.132023 Financial Calendar Financial release Date First Quarter 2023 Results 16 May 2023 Annual General Meeting 17 May 2023 Second Quarter and First Half 2023 Results 27 July 2023 Third Quarter 2023 Results 8 November 2023 General Description of the Company and its Share Capital 2022 UNIVERSAL REGISTRATION DOCUMENT 179 This page has been intentionally left blank 6 General Description of the Company and its Share Capital 180 2022 UNIVERSAL REGISTRATION DOCUMENT This page has been intentionally left blank Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 181 7 7.1 Overview 7.2 Material Contracts and Related 7.1.1 Definitions Party Transactions 7.1.2 Establishment of Euronext as an Independent, 7.2.1 Material Contracts Publicly Traded Company 7.2.2 Related Party Transactions 7.1.3 Sources of Revenues 7.1.4 Components of Expenses 7.3 Legal Proceedings 7.1.5 Key Factors Affecting Businesses and 7.3.1 Euronext Amsterdam Pension Fund Results of Operations 7.1.6 Goodwill 7.4 Insurance 7.1.7 Financial and Trading Position 7.1.8 Results of Operations 7.5 Liquidity and Capital Resources 7.1.9 Balance Sheet 7.5.1 Liquidity 7.1.10 Cash Flow 7.5.2 Consolidated Regulatory Capital 7.1.11 Facilities Agreements and Bonds Requirements 7.1.12 Contractual Obligations 7.1.13 Off-Balance Sheet Arrangements 7.6 Tangible Fixed Assets 7.1.14 Quantitative and Qualitative Disclosures 7.6.1 Principal Properties about Market Risk 7.1.15 Significant Accounting Policies 7.1.16 Critical Accounting Estimates and Judgments 7 Operating and Financial Review 182 2022 UNIVERSAL REGISTRATION DOCUMENT 7OPERATING AND FINANCIAL REVIEW The following review relates to Euronext historical financial condition and results of operations for the years ended 31 December 2022, 2021 and 2020. This “Operating and Financial Review” is based on the audited Financial Statements for the years ended 31 December 2022, 2021 and 2020, which are included or incorporated by reference in this Registration Document and should be read in conjunction with “General description of the Company” and “Financial Statements”. Prospective investors should read the entire Universal Registration Document and not just rely on the information set out below. The financial information included in this “Operating and Financial Review” has been extracted from the audited Consolidated Financial Statements. The following discussion of Euronext results of operations and financial condition contains forward-looking statements. Euronext actual results could differ materially from those that are discussed in these forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this Registration Document, particularly under “Risk Factors”. 7.1Overview Euronext is a pan-European exchange group, offering a diverse range of products and services and combining transparent and efficient equity, fixed income securities and derivatives markets in Amsterdam, Bergen, Brussels, Dublin, Lisbon, Milan, Oslo and Paris. Euronext businesses comprise: listing, cash trading, derivatives trading, fixed income trading, spot FX trading, power trading, investor services, advanced data services, post-trade and technologies & other. Euronext management reviews the performance of the business, and makes decisions on allocation of resources, only on a company-wide basis. Therefore, Euronext has one reportable segment. Euronext has been operating as an independent, publicly traded company since 20 June 2014. Prior to June 2014, Euronext’s businesses were part of ICE as a result of ICE’s acquisition of NYSE Euronext on 13 November 2013. 7.1.1Definitions The following defined terms are used in this Operating and Financial Review: “Legacy Euronext” means the historical operations of the former Euronext N.V. (existing prior to 15 March 2014) and its subsidiaries, including LIFFE. Segments are reported in a manner consistent with how the business is operated and reviewed by the chief operating decision maker (CODM), who is responsible for allocating resources and assessing performance of the operating segments. The chief operating decision maker of the Group is the Extended Managing Board. The organisation of the Group reflects the high level of mutualisation of resources across geographies and product lines. Operating results are monitored on a group-wide basis and, accordingly, the Group represents one operating segment and one reportable segment. Operating results reported to the Extended Managing Board are prepared on a measurement basis consistent with the reported Consolidated Statement of Profit or Loss. In presenting and discussing the Group’s financial position, operating results and net results, management uses certain Alternative performance measures not defined by IFRS. These Alternative performance measures (APMs) should not be viewed in isolation as alternatives to the equivalent IFRS measures and should be used as supplementary information in conjunction with the most directly comparable IFRS measures. Alternative performance measures do not have standardised meaning under IFRS and therefore may not be comparable to similar measures presented by other companies. Euronext believes that these measures provide valuable supplemental information to the company’s management, investors and other stakeholders to evaluate the company’s performance. Reference is made to Section 5.2 - Other Financial Information for more details on the APMs used by the Group. 7.1.2Establishment of Euronext as an Independent, Publicly Traded Company The legal entities of the Group have been owned by Euronext N.V. since the date that the internal reorganisation was finalised in March 2014. The Consolidated Financial Statements as of and for financial years ended 31 December 2022, 2021 and 2020 have been prepared as described further in Note 3 to the Consolidated Financial Statements (see “Financial Statements”). All transactions and balances between subsidiaries have been eliminated on consolidation. Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 183 7.1.3Sources of Revenues In accordance with Article 19 of Regulation (EU) 2017/1129, the following information is incorporated by reference in the Universal Registration Document: For Financial Year 2021 The description of the sources of revenues of the Company for the financial year 2021, presented on pages 171 to 174 of the 2021 Universal Registration Document filed with the Autoriteit Financiële Markten on 31 March 2022 and available at: https://www.euronext.com/sites/default/files/financial- event-doc/2022-04/2021%20URD%20-%20ENX %20-%20PDF_1.pdf For Financial Year 2020 The description of the sources of revenues of the Company for the financial year 2020, presented on pages 182 to 185 of the 2020 Universal Registration Document filed with the Autoriteit Financiële Markten on 30 March 2021 and available at: https://www.euronext.com/sites/default/files/financial- event-doc/2021-04/EUR_2020_URD_Light_3.pdf Listing and Corporate Services Admission fees comprise fees paid by companies to list and admit to trading equity and debt securities on Euronext markets. Corporate activity and other fees primarily consist of fees charged for centralising securities in connection with new listings and tender offers, they also include delisting fees. In addition, companies whose securities are listed or admitted to trading on Euronext markets pay annual fees. Other than for Euronext Dublin, Euronext Milan and Oslo Børs which have separate fee schedules, Euronext has adopted a common set of admission and annual fees for the Euronext and Euronext Growth™ markets. Companies having equity securities listed or admitted to trading on Euronext or Euronext Growth™ markets are subject to the following types of fees: ▪initial admission fee charged based on the market capitalisation at first admission and calculated on a cumulative scale with decreasing rates and capped; ▪subsequent admission fees charged based on the amount of capital raised and calculated on a cumulative scale with decreasing rates and capped; this also applies for other corporate events related fees; ▪annual fees based on a variable decreasing percentage of the number of outstanding securities and a fixed fee based on the issuer’s market capitalisation a beyond a defined threshold. The annual fee is capped. Companies having equity securities listed or admitted to trading on Oslo Børs, Euronext Expand or Euronext Growth are subject to the following types of fees: ▪Initial admission fee based on a fixed fee and market capitalisation at first admission capped at minimum and maximum fee depending on type of listing process; ▪subsequent admission fees charged based on the amount of capital raised and calculated on a cumulative scale and capped; other corporate events related fees are generally fixed fees; ▪annual fees based on market capitalisation and capped at minimum and maximum fee Oslo Børs is the Norwegian takeover authority and charges a fixed fee and market capitalisation up to a maximum amount for the inspection of offer documents. Further fees related to inspection of offer documents may also apply. Euronext Dublin has debt fee schedules for its regulated market and its Global Exchange Market based on the method of issuance (under a programme or as a standalone issuance). For other Euronext markets, admission fees for debt securities, issued both on a stand-alone basis or under a note program, are based on the maturity and principal amount admitted to trading, and, in respect of long-term debt (maturity over one year), number of years to maturity. Euronext offers lower admission fees for issuers that access the debt capital markets frequently and for issuers qualifying as SMEs. Oslo Børs has debt fee schedules for both its regulated market and its Nordic ABM. Annual fee for listing and registration for debt securities are based on the registered capital admitted to trading. Prices are the same for stand- alone basis or under a note program. The prices are the same for both markets with a minimum and maximum fee. Oslo Børs has a registration fee based on the type and the security of the bond. For municipal bonds listed on Oslo Børs and for bonds listed on Nordic ABM there will also be an inspection fee. The inspection fee is based on the type of the bond. For new issuers there will also be charged an additional inspection fee for the description of the issuer or the issuer’s business activities. Euronext offers centralisation services for orders in connection with a public offer, a public tender offer or a sales facility, in respect of securities admitted or to be admitted to any Euronext markets whether regulated or not. A common set of admission and annual fees apply to ETPs. Issuers of ETPs listed and/or admitted to trading on Euronext markets are subject to the following types of fees: ▪for warrants & certificates traded via the Hybrid (aka Request For Execution) market model, issuers are invoiced listing fees based on the average size of their products range (grouped in packages). There are several fee reductions available for which issuers can qualify in order to reduce their listing fees. A one-time admission fee is charged to issuers of structured notes or warrants and certificates not traded via the Hybrid market model, as well as a market access fee per instrument; ▪Listings of ETFs, exchange traded vehicles and exchange traded notes are charged both an initial one-off admission fee, as well as an annual fee based on the Assets under Management (‘AuM’). Annual fees are charged on a semi-annual basis for listings in Borsa Italiana and on an annual basis for all other Euronext markets. The annual fee schedules also exhibit various other features, such 7 Operating and Financial Review 184 2022 UNIVERSAL REGISTRATION DOCUMENT as a sliding cost table based on number of products listed, caps and floors as well as discounts. Additional fees are charged for mergers of existing instruments. ▪For Oslo Børs, warrants, Structured products are charged admission fees and a periodic (monthly or quarterly) fee per ISIN. Periodic fees are subject to rebates based on the total number of products listed by the same issuer during that calendar year. The aggregate monthly and quarterly fees for Warrants, Structured Products has a combined annual cap. Corporate Services: Euronext Corporate Services offers innovative solutions and tailor-made advisory services articulated around the five following pillars : Governance (iBabs), Compliance (ComplyLog), Communication (Company Webcast), and Investor Relations (Advisory and IR Solutions), and Corporate training (Academy). A major part of these Corporate Services products are software as a services (SaaS) solutions generating recurring revenues through annual subscriptions. In addition, Euronext Corporate Services also generate revenues on renewable advisory mandates or on one-off missions and events. ELITE ELITE is the Euronext SMEs ecosystem to support private companies by connecting them to skills, network and capital to drive their sustainable growth in the long-term, allowing them to access private and public capital markets. The ELITE business model is based on 2 line of businesses. ■Membership, is based on annual fees received by •private companies that are allowed to access an international network and proprietary learning and mentoring methodology. Companies commit to stay at least 2 years (Initial Period), but all of them can remain as member of the ecosystem also after this period always paying an annual fee (Post Initial Period). •partners to obtain services of learning, business development, visibility and co- marketing. ■Capital Services: the revenues of ELITE in this stream are generated in the form of fees paid by clients for the introduction – normally originated by financial institutions on the buy side. A second income stream comes from introducing companies to financial advisors part of the network on possible funding options, in this case ELITE collects an introduction fee as a fixed percentage of the advisor’s mandate, if such advisor closes a mandate with the introduced company. Cash, Derivatives, Fixed Income and FX Trading Revenues from Euronext cash trading and derivatives trading businesses consist of transaction-based fees for executing trades on Euronext cash markets and derivatives markets. These transaction fees are charged per executed order and based on value traded in cash equities and are charged per lot in derivatives. Trading volume in equity products is primarily driven by price volatility in equity markets and indices. The level of trading activity for all products is also influenced by market conditions and other factors. Derivatives trading revenues received from transactions conducted on Euronext markets are variable, based on the volume and value of traded contracts, and recognised when executed. The principal types of derivative contracts traded are equity and index products and commodities products. FX non-deliverables forwards (NDFs) were also introduced in 2020 on the Euronext Markets Singapore RMO. Port fees and market data fees are additional FX trading revenues. Revenues from MTS’ Cash and Repo Fixed Income trading businesses consist of membership and transaction-based fees. Transaction fees for MTS Cash are charged per €m of notional executed, whereas MTS Repo transaction fees are charged based on the term adjusted cash settlement value. Spot FX trading revenues primarily consist of transaction- based fees for executing trades. These transaction fees are charged per executed order and based on value traded. Power Trading Revenues from power trading consist of a fixed annual membership fee for customers to be able to participate in the Nord Pool day-ahead and intraday markets, plus variable trading and settlement fees. Variable trading and settlement fees are charged based on volume traded on Nord Pool markets. Trading volumes in the power markets are mainly driven by the maturity of the market, market conditions (power demand / supply) and other factors. Variable fees also include « gross trading » consisting in integrated producers submitting both production and consumption, which carries a reduced fee. Investor Services Investor services primarily encompass the activity of Commcise, offering cloud-based investment research evaluation, commission management and accounting solutions and whose revenue model is primarily based on recurring software licence fees. Commcise also works alongside Euronext Market Services, our US broker dealer, to deliver a client service companion to its software. Under this model, the broker dealer earns commissions on equity trades related to bundled trading. Advanced Data Services The Group charges data vendors and end users, taking data via a direct feed, on a per-user basis for the access to its real-time data and Enterprise licences are charged for non- display use, including advanced analytic products, and access to historic and reference data products. The Group also collects periodic licence fees from vendors for the right to distribute the Group data to third parties. These fees are recognised on a monthly basis as services are rendered. The Group charges an index licence fee to trading desks, investment banks and asset managers for the creations of Structured Products (SP), Exchange Traded Products (ETPs) and exchange traded funds (ETFs) on Euronext owned (trademark) indices. The Group also collects fees for third party index calculations, iNAV calculation and partnerships stakes. The fees are recognised to the applicable period of the products. Additional revenue comes from the provision by Nord Pool of data services. Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 185 Post Trade Custody and Settlement Euronext runs four CSDs in Copenhagen, Milan, Oslo and Porto, operating under a common brand - Euronext Securities. The largest revenue driver for Euronext Securities are assets under custody (AUC). AUC are made by financial securities issued in Euronext Securities (Issuer CSD) and financial securities issued outside but kept in custody in Euronext Securities (Investor CSD). AUC is calculated based on market value for equities, funds and structured products, and nominal value for fixed income. Euronext Securities revenues from AUC are equal to the value of AUC multiplied by a unit price expressed in basis points (bps). For a given client, unit price decreases with AUC. The second largest revenue driver for Euronext Securities are settlement volumes. Euronext Securities revenues from settlement volumes are equal to the number of settlement instructions multiplied by a unit price expressed in euros or in the relevant currency (Danish krone, etc.). Like for AUC, customers benefit from decreasing unit prices. The rest of revenues is driven by a multiplicity of other factors, including number of securities (ISINs), corporate actions (dividends), number of retail accounts (in the Nordic CSDs), subscription fees, etc. Clearing (including net treasury income through CCP business) Euronext Clearing Since the acquisition of Borsa Italiana, Euronext is the owner of the Italian CCP, CC&G, renamed Euronext Clearing in November 2021. A CCP receives fees from the clearing of the transactions executed on Trading Venues and from treasury incomes generated by the placement of collateral posted by Clearing members. The main revenue drivers on fees are therefore: (i) the number of transactions and lots cleared by the CCP for cash bonds, cash equity (incl. ETF clearing) and derivatives; (ii) the notional of repo cleared; (iii) the number of clearing members connected to the CCP; and (iv) the amount (value) of securities posted as collateral. The main revenue drivers on net treasury incomes are: (i) the volatility on the market which has impact on the amount of margins posted at the CCP; and (ii) the spread applied on the cash collateral (i.e. the difference between the yield paid by the CCP to clearing members; and (ii) the yield generated by the CCP with central bank deposits). LCH SA Euronext also receives a share of clearing income based on treasury services resulting from placement of collateral (spread between remuneration served to clearing members on their collateral posted to the CCP and the remuneration resulting from the placement of this collateral, mostly kept at Central Bank) and the number of cleared derivatives trades cleared through LCH SA, in exchange for which Euronext pays LCH SA a fixed fee plus a variable fee based on derivatives trading volume. Euronext Technology Solutions & Other Euronext Technology Solutions Euronext Technology Solutions & other comprises of Euronext’s commercial technology solutions and services business, and former Borsa Italiana businesses, including Gatelab, and Integrated Technology Services ‘X2M’, revenue includes: Licence fees, professional services fees, software deployment fees, for managed IT services (Software as a Service), for connectivity and infrastructure hosting services including colocation and proximity services provided to financial institutions from the Euronext Core Data Centre facility in Bergamo, Italy. Regulatory services provided to investment firms under Euronext’s licence as an Authorized Publication Authority (APA) and Authorized Reporting Mechanism (ARM) within the EU and UK. Fees are charged monthly to investment firm’s according to the number of reports submitted to the service Fees for software customisation and deployment services are recognised either on a time and materials basis or under the percentage completion method, depending upon the nature of the contract with the client. The percentage of completion is calculated based on the number of person- days incurred to date as a percentage of the total estimated number of person-days to complete the work. Licence fees, maintenance fees, setup fees and annual support fees are recognised pro-rata over the life of the service contract. Connectivity and infrastructure hosting fees are recognised pro-rata over the life of the client commitment. Other Other revenue primarily accounts for Nord Pool solutions and services not directly linked to power trading activities. Nord Pool revenues also stem from transaction shipping services, as Nord Pool provides technical solutions for power interconnectors, enabling their participation in European power market coupling arrangements. As part of the European (EU Commission) driven market coupling projects SDAC (Single Day-Ahead Coupling) and SIDC (Single Intraday Coupling), Nord Pool participates in a regulatory framework and a cost recovery regime. These projects yield cost recovery from Transmission System Operators and National Regulators to varying degrees, which is recognised as operating income. Additional revenue comes from the provision by Nord Pool of compliance services, consultancy and training. Transitional income Transitional income primarily consists of income from services provided by Borsa Italiana Group to London Stock Exchange Group (LSEG) to facilitate the transition of ownership following the acquisition of Borsa Italiana Group. A Transitional Service Agreement (“TSA”) was established, providing for temporary services rendered to or received from LSEG. Each individual service is priced separately, generally on a fixed fee basis, based on actual usage or mutually agreed service level. The agreement was established on arm's length basis. Services rendered to LSEG primarily include technology and various ancillary services. All such services are transitional 7 Operating and Financial Review 186 2022 UNIVERSAL REGISTRATION DOCUMENT and, accordingly, the related income is not expected to be recurring beyond fiscal year 2023. 7.1.4Components of Expenses Euronext’s operating expenses include salaries and employee benefits, depreciation and amortisation, and other operational expenses, which include systems and communications, professional services, accommodation and other expenses. Salaries and Employee Benefits Salaries and employee benefits expenses include employee salaries, incentive compensation (including stock-based compensation) and related benefits expenses, including pension and medical charges. Depreciation and Amortisation Depreciation and amortisation expenses consist of costs from depreciating fixed assets (including computer hardware and capitalised software) and amortising intangible assets over their estimated useful lives. Systems and Communications Systems and communications expenses include costs for development, operation and maintenance of trading, regulatory and administrative systems; investments in system capacity, reliability and security; and cost of network connectivity between customers and data centres, as well as connectivity to various other market centres. Systems and communications expenses also include fees paid to third-party providers of networks and information technology resources, including fees for consulting, research and development services, software rental costs and licences, hardware rental and related fees paid to third- party maintenance providers. Professional Services Professional services expenses include consulting charges related to various technological and operational initiatives as well as legal and audit fees. Accommodation Accommodation expenses include costs of leasing the properties used by the Group, as well as utilities, maintenance and security costs to maintain the properties used by the Group. Other Expenses Other expenses include marketing, taxes, insurance, travel, professional membership fees and other expenses. A Transitional Service Agreement ("TSA") was established for services rendered to or received from LSEG to facilitate the transition of ownership following the acquisition of Borsa Italiana Group. Each individual service is priced separately, generally on a fixed fee basis, based on actual usage or mutually agreed service level. The agreement was established on arm's length basis. Expenses for services received from LSEG under this agreement are recognised in other operational expenses (see section 8 - Note 11). 7.1.5Key Factors Affecting Businesses and Results of Operations The economic and business environment in which Euronext operates directly affects Euronext’s results of operations. The results have been and will continue to be affected by many factors, including the factors set out below. Euronext continues to focus its strategy to broaden and diversify its revenue streams, as well as on its company-wide expense reduction initiatives in order to mitigate these uncertainties. Trading Activity A large proportion of Euronext’s business is transaction- based. For the year ended 31 December 2022, Euronext derived 36% of its revenue from its cash trading, derivatives, fixed income, spot FX and power trading businesses. Accordingly, fluctuations in the trading volumes directly affect Euronext revenues. During any period, the level of trading activity in Euronext markets is significantly influenced by factors such as general market conditions, market volatility, competition, regulatory changes, capital maintenance requirements, market share and the pace of industry consolidation. A reduction in trading activity could make Euronext markets less attractive to market participants as a source of liquidity, which in turn could further discourage existing and potential market participants and thus accelerate a decline in the level of trading activity in these markets. Because Euronext’s cost structure is largely fixed, if the trading volumes and the resulting transaction fee revenues decline, Euronext may not be able to adjust its cost structure to counteract the associated decline in revenues, which would adversely affect its net income. Euronext’s largely fixed cost structure also provides operational leverage, such that an increase in its trading volumes and the resulting transaction fee revenues would have a positive effect on its margins. Targeted Operating Optimisation From its origination, Euronext has identified various ways to streamline its processes and enhance its operational efficiency. As part of its "Let’s grow together 2022" strategic plan, Euronext aimed at pursuing operating efficiency while maintaining a best-in-class cost discipline and investing in operational excellence. Infrastructure optimisation: Euronext made continuous efforts to improve its asset utilisation during this strategic plan. Together with a rationalisation of the number of sites and the set-up of Euronext’s IT team in Porto, it continued its effort to reinforce the culture of efficiency. Under its current "Growth for Impact 2024" strategic plan introduced in November 2021, Euronext aims at maintaining its capital expenses at a level representing 3% to 5% of total revenue and aims at achieving €115 million pre-tax run- rate synergies as part of the the Borsa Italiana Group acquisition by 2024, thanks to the European expansion of Euronext clearing and the migration of its Core Data Centre. Implementation costs of €150 million are estimated for the achievement of this synergies target. Non-recurring costs incurred to realise the efficiencies described above (i.e. integration cost, double run cost and restructuring cost) amounted to €29.6 million in 2022 (2021: €31.2 million). These expenses are disclosed in Note 12 of the Consolidated Financial Statements. Since the first quarter in 2022, Euronext publishes underlying recurring costs, and non-recurring costs. Euronext removed the "Exceptional Items" line from its financial statements. Consequently, costs previously reported as exceptional items have from Q1 2022 been Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 187 included into their respective lines within Euronext operating expenses as non-recurring items. The €150 million of implementation costs related to the deployment of the ‘Growth for Impact 2024’ strategic plan targets are therefore considered as non-recurring items and are withdrawn from underlying costs. Derivatives Clearing Agreement On 14 October 2013, Euronext entered into the Derivatives Clearing Agreement with LCH SA in respect of the clearing of trades on its continental Europe derivatives markets. Under the terms of the Derivatives Clearing Agreement, effective starting 1 April 2014, Euronext has agreed with LCH SA to share revenues. Euronext receives a share of clearing income based on treasury services and the number of derivatives trades cleared through LCH SA, in exchange for which Euronext pays LCH SA a fixed fee plus a variable fee based on derivatives trading volume. The term of the existing Derivatives Clearing Agreement was through 31 December 2018. On November 2017, Euronext announced the signing of the renewal of its agreement with LCH SA on the continued provision of derivatives and commodities clearing services for a period of 10 years. On 16 January 2023, a termination notice was send to LCH SA, after Euronext local boards had decided to terminate the Derivatives Clearing Agreement. Reference is made to section 7.1.7 - Financial and trading position for more details on the contract termination. For the year ended 31 December 2020, those revenues are €67.1 million and the associated expense is €33.1 million. For the year ended 31 December 2021, those revenues are €71.5 million and the associated expense is €33.7 million. For the year ended 31 December 2022, those revenues are €75.8 million and the associated expense is €35.6 million. Rights Issue On 29 April 2021, following the announcement of the completion of the acquisition of the Borsa Italiana Group and of a €600 million reserved capital increase by way of a private placement to CDP Equity and Intesa Sanpaolo, Euronext launched a rights offer to its existing shareholders (the "Offer"). Euronext offered 30,506,294 shares in the Offer (the "Offer Shares") at the issue price of €59.65 per Offer Share (the “Issue Price”), on the basis of 2 Offer Shares for every 5 existing ordinary shares. Shareholders on Euronext’s shareholder register were granted transferable subscription entitlements (the “Rights”) in the Offer, which will entitle Shareholders that qualify as eligible persons to subscribe for Offer Shares. Settlement and delivery of the Offer Shares and commencement of trading on Euronext Amsterdam took place on 14 May 2021. The Offer was underwritten with a syndicate of banks (the “Underwriters). The Underwriters were obliged, subject to the satisfaction of conditions contained in and on the terms of the underwriting agreement for the Offer entered into between the Group and the Underwriters on 29 April 2021 (the Underwriting Agreement), subscribe and, at the Issue Price, pay for, any Underwritten Shares. Total proceeds of the Rights issue amounted to €1,820 million, which resulted in an increase in Shareholders' equity. The Rights issue included €23.3 million of directly attributable costs, net of income tax, that were deducted from Shareholders' equity. Facilities Agreements and Bonds Revolving Credit Facility On 8 April 2019, the Group signed a supplemental agreement with nine banks to amend the €250 million revolving credit facility agreement ("Facility") originally dated 12 April 2017. This new agreement enabled the Group to increase the “Facility” to €400.0 million and set a new maturity of 5 years plus a two-year extension possibility. On 29 April 2021, the new revolving credit facility agreement (RCF) of €600.0 million came into effect that was entered into on 6 November 2020 conditional to the closing of the acquisition of the Borsa Italiana Group. The new RCF replaced the Group's previous "Facility" and allows the Group to apply all amounts borrowed by it towards (i) general corporate and/or working capital purposes of the Group, (ii) satisfaction of the consideration payable for an acquisition and/or (iii) the payment of fees, costs and expense incurred in relation to an acquisition. The new revolving credit facility has a maturity of 5 years plus a two- year extension possibility and bears an interest rate of EURIBOR plus a margin dependent on rating. As per 31 December 2021, the facility remained undrawn. On 12 October 2022, the Group executed its two-year extension option to the RCF of €600.0 million. The revolving credit facility now has a maturity of 2 years and bears an interest rate of EURIBOR plus a margin dependent on rating. As per 31 December 2022, the facility remained undrawn. Bridge Loan Facility On 7 October 2020, Euronext entered into a €4,400 million bridge loan facility agreement with a group of banks to pre- finance the acquisition of the Borsa Italiana Group. The initial maturity date of this facility was 11 September 2021, which may be extended at the option of the issuer for two additional periods of six months each. The bridge loan facility bears an interest rate of EURIBOR plus an initial margin of 0.45%, that increases as the closing date of the acquisition moves further in time. On 29 April 2021, the Group drew down an amount of €3,690 million from the facility to finance the acquisition of the Borsa Italiana Group. In May 2021, the Group repaid €3,610 million of the amount drawn from the facility by using the proceeds of the Bonds issue and Rights issue. The remainder of €80.0 million was repaid at the end of 2021. Bonds On 4 June 2019, the Group issued a €500 million Bond (‘Senior Unsecured Note #2’) to (i) pre-finance the outstanding shares of Oslo Børs VPS Holding ASA not already owned by the Group and (ii) for general corporate purposes in line with the Group’s strategy. The Bond has a ten year maturity, with an annual coupon of 1.125%. On 12 June 2019 the Bond, rated “A-” by S&P Global Ratings Limited, was listed on Euronext Dublin. On 22 June 2020, the Group successfully priced a tap offering of €250 million on its outstanding Senior Unsecured Note #2. This increases the total principal amount bearing interest at an annual rate of 1.125% to €750 million, maturing in June 2029. The proceeds of the issue 7 Operating and Financial Review 188 2022 UNIVERSAL REGISTRATION DOCUMENT were used to (i) finance the acquisition of the outstanding shares of VP Securities AS and (ii) for general corporate purposes in line with the Group’s strategy. To partially repay the drawdown of the bridge loan facility, the Group issued €1,800 million of new debt in the debt capital markets with long-term maturities ("Bonds Issue"). On 7 May 2021, Euronext successfully priced a three- tranche senior bond offering representing a total amount of €1,800 million. As of 17 May 2021, the bonds were admitted to trading on the regulated market of Euronext Dublin and were rated BBB by S&P. As well as on other electronic trading platforms, the 5, 10 and 20-year bonds are available for trading on the MTS BondVision and MTS BondsPro venues, which are now part of the Euronext product suite following the acquisition of Borsa Italiana Group. The bonds were settled through VP Securities, Euronext’s Danish CSD. The offering allows Euronext to extend its maturity profile and further diversify its debt investor base. The main features of the issue are as follows: ▪Senior Unsecured Note #3: €600 million Bond, maturing on 17 May 2026, with an annual coupon of 0.125%; ▪Senior Unsecured Note #4: €600 million Bond, maturing on 17 May 2031, with an annual coupon of 0.750%; ▪Senior Unsecured Note #5: €600 million Bond, maturing on 17 May 2041, with an annual coupon of 1.500%. The Bonds Issue included €18.6 million of directly attributable costs, which are subsequently accounted for under the Effective Interest Rate method. Reference is made to section 7.1.11 - Facilities Agreements and Bonds for more details on the Facilities and the Bonds. Acquisitions and disposals of subsidiaries and businesses The following acquisitions of businesses and disposals of subsidiaries were made in 2022: ▪Acquisition of Spafid Issuer Services Business On 1 April 2022, the Group acquired the Issuer Services Business of Spafid S.p.A., which operates as an investment advisory firm and is a fully owned subsidiary of Mediobanca S.p.A. The purchase consideration for this business acquisition amounted to €12.0 million. The acquisition is an important step to further develop local added-value services to issuers, and to deliver on Euronext Securities’ ambition to converge issuers services across all its locations. ▪Acquisition of Nexi Technology Businesses On 1 December 2022, the Group acquired the technology businesses of Nexi S.p.A., an Italian bank specialised in payment systems, currently powering MTS and Euronext Securities Milan. The purchase price for this business acquisition approximates €57 million (on a debt free, cash free basis). With this acquisition, the Group internalises the core trading platform of MTS and its largest IT contract. It enables Euronext to become more agile and efficient by fully owning the technology powering MTS and Euronext Securities Milan. ▪Disposal of subsidiary Finance Web Working S.A.S. In 2022, the Group sold its 60% majority interest in subsidiary Finance Web Working S.A.S. ("Euronext Funds360") to FE Fundinfo, a global provider of data and tools management for the funds industry. The proceeds from the sale amounted to €0.8 million (net of cash). Including allocated goodwill, the loss from disposal of this subsidiary was €0.8 million. ▪Disposal of subsidiary MTS Markets International Inc. In 2022, MTS S.p.A. sold its interest in subsidiary MTS Markets International Inc. (which was classified as a disposal group held for sale) to Tradition America Holdings Inc., a subsidiary of Compagnie Financière Tradition SA, an interdealer broker in over-the-counter financial and commodity related products. The proceeds from the sale amounted to €7.8 million. The net assets disposed of amounted to €4.7 million, which resulted in a gain on disposal of €3.1 million. The following acquisitions and disposals of subsidiaries were made in 2021: ▪Acquisition of London Stock Exchange Group Holdings Italia S.p.A. ("Borsa Italiana Group") On 29 April 2021, the Group completed the acquisition of the Borsa Italiana Group for a final consideration of €4,447 million, following the satisfaction of all condition precedents. The Borsa Italiana Group is the integrated Italian market infrastructure, with operations diversified across regulated markets, fixed income trading, central counterparty clearing, operator of the Italian national Central Securities Depository and other business lines. ▪Acquisition of additional interest by exercise of call option for remaining shares in iBabs B.V. On 3 March 2021, the Group exercised its call option to acquire the remaining 40% of the shares in iBabs, increasing the Group's ownership to 100%. Cash consideration of €55.6 million was paid to the non- controlling shareholders. ▪Acquisition of additional interest by exercise of call option for remaining shares in Commcise Software Ltd. On 30 September 2021, the Group exercised its call option to acquire the remaining 21% of the shares in Commcise Software Ltd., increasing the Group’s ownership to 100%. Cash consideration of €12.7 million was paid to the non- controlling shareholders. ▪Disposal of Centevo AB and Oslo Market Solutions AS In 2021, the Group disposed its interests in subsidiaries Centevo AB and Oslo Market Solutions AS. The combined proceeds from these disposals amounted to €5.9 million (net of cash), whereas the combined net assets disposed of amounted to €3.2 million (net of cash). This resulted in a combined result from disposal of €2.7 million. Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 189 The following acquisitions of subsidiaries were made in 2020: ▪Acquisition of Nord Pool Holding AS On 15 January 2020, Euronext completed the acquisition of 66% of the share capital and voting rights in Nord Pool, which runs a leading physical power market in Europe. The total purchase consideration of the transaction amounted to €65.4 million. ▪Acquisition of VP Securities AS On 3 August 2020, the Group acquired 85.2% of the outstanding share capital in VP Securities AS, the Danish national Central Securities Depository operator, for consideration of DKK 969.5 million, or €130.2 million. This represented a controlling interest of 86.8% (including 1.6% of treasury shares) in VP Securities AS. Subsequent to the transaction, the Group acquired the remaining 13.2% minority stake, making the Group the beneficial owner of 100% of the VP Securities AS shares as per 23 October 2020. ▪Acquisition of Black Woodpecker Software Oy (Ticker Software) On 2 June 2020, the Group acquired 100% of the share capital in Black Woodpecker Software Oy, a regulatory technology specialist from Finland, for a cash consideration of €1.7 million, plus a contingent consideration payable depending on future financial performance. In September 2022 ‘Black Woodpecker Software Oy’ was renamed ‘Euronext Corporate Services Oy’. Subsequently, in November 2022, its sole shareholder Euronext Corporate Services AB (formerly InsiderLog AB) transferred all shares in Euronext Corporate Services Oy to Euronext Corporate Services B.V. ▪Acquisition of Troisième Sens (3Sens) On 8 July 2020, the Group acquired 100% of the share capital in Troisième Sens (“3Sens"), a webcast and corporate events specialist in France, for a cash consideration of €1.6 million. In December 2022, Troisième Sens was renamed Euronext Corporate Services France S.A.S. ▪Acquisition of additional interest by exercise of put option for remaining shares in Company Webcast B.V. On 25 March 2020, the minority shareholders exercised their put option for selling the remaining 49% of the shares in Company Webcast B.V., increasing the Group’s ownership to 100%. Cash consideration of €22.3 million was paid to the non-controlling shareholders. ▪Acquisition of additional interest by exercise of call option for remaining shares in InsiderLog AB On 11 February 2020, the Group exercised its call option for the remaining 20% of the shares in InsiderLog AB, increasing the Group’s ownership to 100%. Cash consideration of €5.7 million was paid to the non-controlling shareholders. ▪Acquisition of additional interest by exercise of call option for remaining shares in Euronext FX On 22 December 2020, the Group exercised its call option for the remaining 2.7% of the shares in Euronext FX, increasing the Group’s ownership to 100%. Cash consideration of €4.3 million was paid to the non-controlling shareholders. Investments in Associates and Joint Ventures ▪European Central Counterparty N.V. (EuroCCP) In August 2016, Euronext announced it had signed a definitive agreement to acquire a 20% stake in European Central Counterparty N.V. (EuroCCP), the leading CCP for pan-European equity markets, providing clearing and settlement services. Following regulatory approvals, the completion of the transaction was finalised on 15 December 2016 for an amount of €13.4 million. The investment in EuroCCP has been recognised as an investment in associate as at 31 December 2016. As per 31 December 2017 the investment amounted to €14.1 million. As per 31 December 2018 the investment amounted to €14.4 million. On 10 December 2019, Euronext announced that it entered into a binding agreement to sell its 20% minority stake in EuroCCP to CBOE Global Markets, alongside the other current EuroCCP shareholders. The transaction is expected to close in the first half of 2020, subject to receipt of required regulatory clearances and the arrangement of a supporting liquidity facility at the EuroCCP clearing entity level. The Group expects to receive net proceeds of approximately €8.8 million from the sale of its minority stake. As a result of this agreement, the Group impaired the value of its investment by approximately €6.0 million, and classified the investment as an asset held for sale as per 31 December 2019. On 1 July 2020, the Group sold its 20% investment in associate EuroCCP to CBOE Global Markets for a cash consideration of €8.8 million. The investment was subsequently derecognised. ▪LiquidShare S.A. On 10 July 2017 the Group, together with six other leading financial institutions, incorporated LiquidShare S.A., a fintech joint venture with the objective to improve SME’s access to capital markets and improving the transparency and security of post-trading operations using blockchain technology. The Group shares joint control with the other founders and has an interest of 16.23% in LiquidShare (2020 and 2019: 16.23%). In 2019, the Group made a capital contribution of €1.0 million in LiquidShare S.A. Following indications of a deteriorated future cash flow situation and Board decision to propose to the Shareholders meeting to liquidate the entity, the investment in joint venture LiquidShare was impaired by €1.5 million to zero value by mid 2022. As per 31 December 2022, the entity is in the process of being liquidated. The value of this investment was €1.7 million as per 31 December 2021 and 2020. ▪LCH S.A. In the second half of 2017, the Group announced its intentions to swap its 2.31% stake in LCH Group for a 11.1% stake in LCH SA, subject to regulatory approvals and other customary conditions. The transaction was finalised on 29 December 2017 and strengthened the long-standing relationship between Euronext and LCH SA. Euronext remained on the Board of LCH SA following completion of the share swap. Euronext also nominated one representative to LCH SA Audit Committee and continued to be represented at LCH SA Risk Committee. A new Consultative Committee dedicated to Euronext derivatives business was created. The parties have agreed that 7 Operating and Financial Review 190 2022 UNIVERSAL REGISTRATION DOCUMENT Euronext has certain minority protection rights connected with its shareholding in LCH SA. As the Group concluded it has significant influence, the 11.1% stake in LCH SA amounting to €58.0 million was recognised in investments in associates and joint ventures as per 31 December 2017. As per 31 December 2022 the investment amounted to €70.6 million (31 December 2021: €66.8 million and 31 December 2020: €61.5 million). Following the notification of the early termination of the Agreement, LCH Group has the option to buy back Euronext's 11.1% stake in LCH SA. If executed, any impact will effect the period post balance sheet date of 31 December 2022. Reference is made to section 7.1.7 - Financial and trading position for more details on the contract termination. ▪Investment in Tokeny Solutions On 28 June 2019, the Group acquired a 23.5% stake in Tokeny Solutions, a tokenisation platform that provides users end-to-end solutions to issue, manage and transfer tokenised securities on public blockchain. The consideration of the investment amounted to €5.0 million. The Group recognised the acquired interest as an investment in associate. As per 30 June 2021, following indications of a deteriorated future cash flow situation, the investment in associate Tokeny Solutions was impaired by €4.3 million to zero value. There were no changes to this value as per 31 December 2022 (31 December 2021: nil and 31 December 2020: €4.5 million). ▪Investment in Advanced Technology Solutions S.p.A. (ATS) On 1 December 2022, the Group acquired a 30.0% stake in Advanced Technology Solutions S.p.A. (ATS), which line of business includes designing, developing, and producing prepackaged computer software, at consideration of €0.7 million. Equity Investments ▪Euroclear S.A./N.V. (Euroclear) Investment On 30 April 2014, ICE contributed to the Group a 2.75% ownership interest into Euroclear, an unlisted company involved in the settlement of securities transaction and related banking services. Due to share buy-backs by Euroclear in 2015 and 2017 the direct investment in Euroclear increased from 2.75% to 3.34% as per 31 December 2017. In 2018, the Group increased its interest in Euroclear from 3.34% to 3.53%, which was due to the acquisition of the Irish Stock Exchange Plc., that holds an 0.19% ownership interest in Euroclear. The Group also holds an 1.53% indirect investment in Euroclear, through its 9.60% ownership interest in Sicovam Holding S.A. The Group established a standardised multi-criteria approach valuation for financial institutions based on the Gordon Growth Model valuation technique as its primary valuation method and the regression valuation technique (P/ BV and ROE) and trading multiples as control methods. In addition, the Group considers the most recent transactions observed, for the determination of fair value in addition to its primary valuation technique. The Group applies a weighted approach taking into account an illiquidity discount accounting for the limited number of transactions. In 2022, this valuation method resulted in a total valuation of Euroclear S.A./N.V. of €5.0 billion (2021: €4.2 billion and 2020: €4.1 billion) and to an increase in fair value of Euronext S.A./N.V.’s direct- and indirect investments of €42.0 million (2021:€3.2 million and 2020 €6.7 million). This revaluation was recorded in Other Comprehensive Income. As per 31 December 2022, following the above, the fair value of the investment in Euroclear was measured at €175.9 million (31 December 2021: €148.3 million and 31 December 2020: €145.3 million) and the fair value of the investment in Sicovam Holding S.A. was measured at €73.5 million (31 December 2021: €59.1 million and 31 December 2020: €58.9 million). ▪Algomi Limited Investment (Algomi) In November 2016, Euronext announced a 10-year partnership with would have used fixed-income technology provider Algomi Limited (Algomi) to create a long-term joint venture “Algonext”. This JV, initially capitalised by Euronext for $2.3 million, would have deployed Algomi’s technology to a new multilateral trading facility (MTF), owned and operated by Euronext. Based on shared ownership and governance, Euronext has recognised its 50% shareholding in Algonext as an “Investment in associates and joint ventures” from the date of incorporation. On 2 March 2017, Euronext acquired a 7.59% stake in JV partner Algomi for $10 million. This investment is recognised as an “Financial asset at fair value through OCI” from acquisition date. As part of the purchase agreement, Euronext was granted a warrant, allowing it to purchase 88,384 additional Algomi shares, that was exercised in the second half of 2017. The investment was recognised as an available-for-sale financial asset at fair value for €9.6 million as per 31 December 2017. The management of Algomi decided to change its strategic course of direction in the second half of 2018, by focusing on their “Alpha” product, rather than further maintaining the “Honeycomb/Synchronicity” network. This has resulted in many banks terminating their contracts with Algomi. The Honeycomb/Synchronicity network is the major source of data to feed the MTF and without this data the MTF is not expected to generate any trade. The Group expects that this change in focus will have an adverse impact on the financial situations on both Algomi and Algonext, as these entities will not be generating licence fee revenues going forward. Considering this, the Group recorded a downward revaluation of its investment in Algomi to reflect its revised estimated fair value (to zero), which is recognised in Other Comprehensive Income as per 31 December 2018. Further in 2018, it recognised an impairment of its investment in joint venture Algonext bringing its carrying value to zero. Certain assets that were recognised for Algomi exclusivity rights and prepaid expenses for the joint venture have been impaired for which a charge has been recorded in Exceptional items. In 2019, fair value (zero) did not change for this investment. In Q1 2020, the Group sold its 7.74% minority stake in Algomi Ltd. to BGC Partners for a consideration of €2.6 million, comprising €1.9 million of cash receipt and €0.7 million of deferred receivable, pending any post-transaction settlements. The investment was remeasured to fair value through Other Comprehensive Income at €2.6 million. Subsequently, the investment was derecognised. Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 191 Other factors ▪Partial disposal of debt investment portfolio at Euronext Clearing In July 2022, Euronext Clearing reduced its investment portfolio with the aim of strengthening and preserving its available regulatory capital and aligning the investment strategy to the current level of market volatility and uncertainty. As a result, Euronext Clearing disposed of its portfolio maturing after 1 May 2023 and decided to retain its short- term investment portfolio maturing through April 2023 and hold these to maturity. The Group recycled the related revaluation loss of €48.9 million from Other Comprehensive Income to non-underlying net treasury income. Reference is made to section 7.1.14 - Liquidity risk of CCP clearing business and Credit risk of CCP clearing business for more details on the balances of the portfolio. ▪Migration of Euronext Data Centre from Basildon (UK) to Bergamo (Italy) On 6 June 2022, the Group completed the first part of the migration of its core data centre from Basildon (UK) to Bergamo (Italy). The core data centre migration was executed in order to pave the way for the migration of the Borsa Italiana equity and derivatives markets onto Euronext Optiq® trading technology by 2023/2024. As a result, the right of use asset related to the Basildon data centre was partially depreciated in acceleration. ▪Termination of Interest Rate Swap agreements On 3 May 2022, the Group terminated its interest rate swap agreements which were formally designated and qualified as fair value hedges of Senior Unsecured Note #1. On termination, the Group cash settled the swap agreements that had a carrying amount of €8.9 million and the hedge relationship was discontinued. As from the moment of discontinuation of the fair value hedge, the accumulated fair value adjustments of Senior Unsecured Note #1 will be amortised to profit or loss based on a recalculated Effective Interest Rate over the remaining term of the Senior Unsecured Note #1. As per 31 December 2022, the accumulated fair value adjustments amounted to a negative €5.9 million. ▪COVID-19 In 2020, the global pandemic from the COVID-19 outbreak caused disruption to financial markets and normal patterns of business activity across the world, including the markets in which the Group operates. The Group was able to ensure smooth and efficient running of critical functions and processes. Euronext markets remained open, servicing a highly volatile trading environment, positively impacting the Group's trading revenues in 2020. The effects of the COVID-19 outbreak did not lead to the Group making use of any financial support from governments in the form of reliefs or grants and did not lead to a negative impact on the Group's liquidity position or to an impairment of goodwill. The COVID-19 pandemic has had no adverse impact on the Group in 2020, 2021 and 2022. 7.1.6Goodwill Goodwill recorded includes the entire goodwill that arose from the acquisition of the Amsterdam and Brussels stock exchanges in 2000 and the Lisbon stock exchange in 2002. It also includes an allocation of the goodwill that arose from the acquisition of Atos Euronext Market Solutions (AEMS), Euronext’s preferred IT service provider, in 2008. In 2017, additional goodwill was recorded in relation to the acquisitions of Company Webcast, iBabs and FastMatch. In 2018, additional goodwill was recorded in relation to the acquisitions of InsiderLog, the Irish Stock Exchange and Commcise. In 2019, additional goodwill was recorded in relation to the acquisitions of Oslo Børs VPS and Finance Web Working SAS. In 2020, additional goodwill was recorded in relation to the acquisitions of Nord Pool, Ticker Software, 3Sens and VP Securities. In 2021, additional goodwill was recorded in relation to the acquisition of the Borsa Italiana Group and its subsidiaries. In 2022, additional goodwill was recorded in relation to the acquisitions of Spafid Issuer Services Business and Nexi Technology Businesses. 7.1.7Financial and trading position Other than as described below, there has been no significant change in the financial performance of the group since the end of the last financial period for which financial information has been published (31 December 2022) to the date of the registration document: ▪Trading volumes from 1 January 2023 to 28 February 2023 In January and February 2023, the average daily transaction value on the Euronext cash order book stood at €10,795 million, down -26.7% compared to the same period in 2022. In January and February 2023, Euronext recorded 6 new equity listings raising €0.6 billion. In addition, €2.5 billion was raised in secondary equity issuances and €196.5 billion was raised in debt issuances. The overall average daily volumes on Euronext derivatives stood at 642,504 contracts, -21.8% compared to the same period in 2022, and the open interest was 23,417,513; -15.5% compared to the end of February 2022. The average daily volume on Euronext FX’s spot foreign exchange market stood at $20,105 million in January and February 2023, -15.0]% compared to the same period last year. MTS Cash average daily volumes were -26.7% to €10,795 million in January and February 2023, MTS Repo term adjusted average daily volume stood at €401,286 million, up +17.5% compared to the same period last year. Euronext Clearing cleared 12,201,382 shares in January and February 2023, -27.1% compared to January and February 2022. €4.4 billion of wholesale bonds were cleared in January and February 2023 (double counted), +8.4% compared to the same period in 2022. 2,389,676 bond retail contracts were cleared in January and February 2023 (double counted), +141.0% compared to January and February 2022. The number of derivatives contracts cleared was down -12.8% compared to January and February 2022, at 4,492,129 contracts (single counted). Euronext Securities reported 22,885,642 settlement instructions in January and February 2023, -7.8% compared to the same period last year. The total Assets Under 7 Operating and Financial Review 192 2022 UNIVERSAL REGISTRATION DOCUMENT Custody amount to €6.4 trillion end of February 2023, -0.6% compared to February 2022. ▪Termination of Derivatives Clearing Contract with LCH SA During the first weeks of January 2023, Euronext local boards decided to terminate the Derivatives Clearing Agreement with LCH SA. On 16 January 2023, a termination notice was sent to LCH SA. The event creates a present obligation based on conditions that arose after the end of the reporting period and therefore qualifies as a non-adjusting subsequent event. Therefore, the Group will recognise a provision for the termination fees and migration fees (including indexation) indicated in the agreement of approximately €36.0 million, in the first quarter of 2023. The amount will be due in 2024. Following the notification of the early termination of the Agreement, LCH Group has the option to buy back Euronext's 11.1% stake in LCH SA. If executed, any impact will affect the period post balance sheet date of 31 December 2022. Further communication related to the stake owned by Euronext in LCH SA will be made when appropriate. 7.1.8Results of Operations YEAR ENDED 31 DECEMBER 2022 COMPARED TO YEAR ENDED 31 DECEMBER 2021 AND 31 DECEMBER 2020 The table below sets forth Euronext’s results of operations for the years ended 31 December 2022, 2021 and 2020. In thousands of euros Year ended 31 December 2022 31 December 2021 31 December 2020 Revenue 1,418,774 1,253,523 884,146 Net treasury income through CCP Business (4,913) 35,432 — Other income 1,530 3,455 172 Transitional income 3,419 6,245 — Total revenue and income 1,418,810 1,298,655 884,318 Salaries and employee benefits (a) (307,017) (287,073) (203,308) Depreciation and amortisation (a) (160,191) (134,572) (59,255) Other operational expenses (a) (326,344) (297,719) (176,813) Operating profit 625,258 579,291 444,942 Finance costs (37,078) (40,704) (17,262) Change in fair value of financial liabilities — — 263 Other net financing income/(expense) 5,115 6,312 4,199 Results from equity investments 9,842 25,712 1,646 Gain on disposal of subsidiaries 2,274 2,681 — Share of net profit/(loss) of associates and joint ventures accounted for using the equity method, and impairments thereof 8,834 7,441 8,916 Profit before income tax 614,245 580,733 442,704 Income tax expense (163,605) (158,644) (122,157) PROFIT FOR THE YEAR 450,640 422,089 320,547 Profit attributable to: ■Owners of the parent 437,827 413,344 315,484 ■Non-controlling interests 12,813 8,745 5,063 (a) The comparative periods have been re-presented, as a result of the removal of the line 'exceptional items'. See Chapter 8, Note 3, Section-Z, for more details on the re-presentation for 2021. For more details on the re-presentation for 2020, see paragraph "Exceptional items" in section 7.1.8 "Results of Operations". Total Revenue and income Euronext’s total revenue and income for the year ended 31 December 2022 was €1,418.8 million, an increase of €120.1 million compared to €1,298.7 million for the year ended 31 December 2021. The table below sets forth Euronext’s revenue and income for the years ended 31 December 2022, 2021 and 2020. Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 193 In thousands of euros 2022 2021 2020 Listing 218,380 189,689 145,473 Trading revenue 514,125 465,265 365,100 of which ■Cash trading 301,714 293,684 259,606 ■Derivatives trading 58,380 52,458 49,206 ■Fixed income trading 92,951 65,783 2,620 ■FX trading 28,406 23,479 26,352 ■Power trading 32,674 29,861 27,316 Investor Services 9,596 8,894 7,584 Advanced data services 212,053 183,607 139,036 Post-trade 364,519 320,570 177,228 of which ■Clearing 121,393 101,376 67,056 ■Custody & Settlement and other 243,126 219,194 110,172 Euronext Technology Solutions & other revenue 100,101 85,498 49,725 NTI through CCP business (4,913) 35,432 — Other income 1,530 3,455 172 Transitional income 3,419 6,245 — TOTAL REVENUE AND INCOME 1,418,810 1,298,655 884,318 The like-for-like measure in the operating results review below is used by the Group to improve comparability with the impact generated in the comparative period. It comprises the consolidated impact of the specific revenue or expense category for the year minus the impact of the specific revenue or expense category from newly acquired subsidiaries during the year. Listing For the year ended 31 December 20224: Listing revenue was €218.4 million in 2022, an increase of +15.1% compared to 2021, reflecting higher annual fees, the strong performance of Euronext Corporate Services and the positive impact of primary and secondary listing revenue recognition over time5. On a like-for-like basis at constant currencies, listing revenue increased by +6.6% compared to 2021. Euronext’s primary equity listing business sustained its leading position in Europe with 83 new listings in 2022, outperforming all European listing venues. This compares to 212 in 2021, which was a record year for new listings. Five of the top ten largest IPOs in Europe6 in 2022 took place on Euronext, and international listings represented 21% of listing activity, demonstrating Euronext’s attractiveness for companies in its core markets in Europe and beyond. In 2022, Euronext’s markets reported €3.8 billion raised in primary equity issues. This compares to a record 2021 with €26.0 billion raised on Euronext primary markets. Euronext’s secondary markets reported €28.5 billion raised in secondary equity issues in 2022, compared to €83.0 billion in 2021. Euronext remained a leading exchange in Europe for ETF listings, with 478 new listings. Euronext sustained its position as the leading listing venue for bonds worldwide in 20227, growing the number of bonds listed to more than 53,000 across all Euronext markets, despite persisting negative debt market conditions globally due to rising interest rates and concerns over economic growth. In 2022, €961.9 billion in debt was raised on Euronext markets, reflecting the current market conditions, and compared to €1.5 trillion raised in 2021. In total, €994.1 billion in equity and debt was raised on Euronext’s markets in 2022, which represents the second best year for equity and debt listing in Euronext’s history after the €1.6 trillion raised in 2021. Euronext Corporate Services reported a strong year in terms of revenue at €39.5 million in 2022, up +6.5% compared to 2021, resulting from a solid performance across the offering, despite a slowdown in webcast activities in a post-pandemic context. For the year ended 31 December 20218: Listing revenue was €189.7 million in 2021, an increase of +30.4% compared to 2020, driven by record equity and debt listing activities, and the dynamism of Euronext Corporate Services. On a like-for-like basis at constant currencies, listing revenue increased by +8.0% compared to 2020. In 2021, Euronext reported an all-time record of 212 new equity listings9. This performance confirmed Euronext’s leadership as the leading European equity listing venue thanks to its attractive value proposition for issuers, from Europe and abroad. Euronext welcomed 18 large capitalisation listings in 2021, including international blue chip issuers such as Allfunds (Spain), CTP (Czech Republic), InPost (Poland), Majorel (Luxembourg) and Universal Music Group (US). In 2021, Euronext also recorded 22 SPAC listings, confirming its position as the leading European venue for SPAC listings, as well as 109 new Tech company 7 Operating and Financial Review 194 2022 UNIVERSAL REGISTRATION DOCUMENT 4 Figures for money raised have been restated 5 Admission fees are recognized over a period of 3-5 years 6 In terms of money raised 7 According to the Federation of European Securities Exchanges (FESE) 8 2020 data differs from what was published in 2021 due to the inclusion pro forma of Borsa Italiana listing volumes statistics 9 Pro forma Borsa Italiana for the full year 2021 listings, positioning Euronext as the leading venue for Tech issuers in Europe. Secondary markets reported increased activity supported by large capitalisation deals, with €92.9 billion raised in secondary equity issues compared to €56.2 billion raised in 2020. Euronext reinforced its position as the leading exchange in Europe for the listing of ETFs in 2021. Euronext confirmed its leading position worldwide in debt listing, recording an all-time high in new debt listings in 2021. This performance results from the favourable market conditions across Euronext listing venues, continued traction of ESG bonds as well as the benefits from Borsa Italiana debt listing capabilities. In 2021, €1.5 trillion in debt was raised on Euronext markets, compared to €1.2 trillion in 2020. In total, €1.6 trillion in equity and debt was raised on Euronext markets in 2021, compared to €1.3 trillion in 2020. Euronext Corporate Services reported a strong performance, generating €37.1 million in revenue in 2021, up +14.6% compared to 2020, capitalising on supportive trends towards further digitalisation and on an enhanced offering in 2021. For the year ended 31 December 2020: Listing revenue was €145.5 million in 2020, an increase of +12.8% compared to 2019, driven primarily by the strong performance of Corporate Services and the first full year of consolidation of Oslo Børs listing activities. On a like-for-like basis at constant currencies, listing revenue increased by +4.4%. 2020 saw a record activity in primary listings, notably supported by record activity at Oslo Børs. In 2020, Euronext recorded 90 new listing, the bulk of which took place during the second semester. Euronext notably welcomed the largest IPO in Europe in 2020, with the listing of JDE Peet’s, and demonstrated the attractiveness of its offering with listings from both large capitalisation and SME tech companies. In 2020, €6.7 billion was raised on Euronext primary markets, compared to €5.1 billion in 2019. Secondary markets saw fluctuating activity during the year. While the first and fourth quarters saw large M&A-related issuances, the second and third quarters were more moderate, and driven by convertible bonds issuance and support funding deals. In 2020, €54.2 billion was raised in secondary equity issues, compared to €33.2 billion in 2019. Debt-related fixed revenue offset the decrease in new debt listings due to the unfavourable macroeconomic environment in 2020. New debt listings also saw growing momentum in ESG-related bond listings during 2020. In 2020, €1,155 billion in debt was raised on Euronext markets, compared to €1,230 billion in 2019. In total, €1,216 billion in equity and debt was raised on Euronext markets in 2020, compared to €1,268 billion in 2019. Corporate Services reported a strong performance, generating €32.4 million in revenue in 2020, up +32.4%, including €1.6 million in contribution from recent acquisitions10, compared to €24.4 million in 2019. This performance reflects continued commercial development and an enhanced digital offering meeting an increased demand for digital solutions. Trading Cash Trading For the year ended 31 December 2022: Cash trading revenue increased by +2.7% to € 301.7 million in 2022, reflecting the consolidation of the Borsa Italiana Group and strong volumes during the first semester of 2022, partially offset by lower volumes in the second half of 2022. Over 2022, Euronext recorded cash trading average daily volumes of €11.7 billion, stable compared to a record year 2021 at €11.8 billion. Euronext continued to be the provider of the best market quality, with a sustained above- average EBBO presence across the equity markets it operates11. Over the year, Euronext’s market share on cash trading averaged 66.6%, with a clear uptick in market share since October 2022, thanks to intense commercial activity and enhanced fee schemes. Over 2022, Euronext cash trading yield was 0.50bps, reflecting the dilutive impact of the Borsa Italiana fee grid before the migration to the Optiq® trading platform and higher transaction orders sizes on a reported basis. The largest single liquidity pool in Europe operated by Euronext will significantly change dimension with the migration of Italian cash markets to Euronext’s state-of-the-art proprietary trading platform Optiq® in Q1 2023. This migration will benefit local and global trading members. Euronext expects to maintain for cash trading an average market share greater or equal to 63%, and revenue capture around 0.52bps following the migration of Borsa Italiana cash markets to Optiq®, considering current market conditions and orders size. On a like-for-like basis at constant currencies, cash trading revenue was down -4.4% in 2022 compared to 2021. For the year ended 31 December 202112: Cash trading revenue increased by +13.1% to €293.7 million in 2021 as a result of the consolidation of Borsa Italiana capital markets and efficient revenue capture in an environment of decreasing trading volumes after a very dynamic 2020 trading environment. Over 2021, Euronext cash markets reported average daily volumes of €11.8 billion supported by several volatility spikes, yet this was down -4.6%, on a pro forma basis, compared to a record year 2020. Over 2021, Euronext cash trading yield averaged 0.53bps and the market share on cash trading averaged 71.0%13. On a like-for-like basis at constant currencies, cash trading revenue was down -1.6% in 2021 compared to a highly volatile year 2020. Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 195 10 Ticker and 3Sens 11 Source of EBBO presence data: BMLL 12 2020 data used in 2021 are pro forma Borsa Italiana volumes 13 Reported market share and yield for 8 months of consolidation of Borsa Italiana trading volumes For the year ended 31 December 2020: Cash trading revenue increased by +27.9% in 2020, to a total of €259.6 million. This reflects improved revenue capture and market position in a more volatile and changing trading environment. Average daily volume for cash trading increased to €9.8 billion in 2020, up +19.3% compared to 2019. The average yield over the year was stable compared to 2019 at 0.52 bps. Average market share on cash trading reached 70.4% in 2020, compared to 68.5% in 201914. The average daily transaction value of ETFs on the electronic order book was €298 million over 2020, up +34.8% compared to 2019, driven by higher volatility levels over the year. On a like-for-like basis at constant currencies, revenue from cash trading was up +24.6%. Derivatives Trading For the year ended 31 December 2022: Derivatives trading revenue increased by +11.3% to €58.4 million in 2022, as a result of strong traction on the index derivatives franchise and improved product mix enhancing revenue capture. During 2022, average daily volume on financial derivatives was 616,092 lots, down -5.3% from 2021, reflecting a strong comparison basis in a volatile 2021, including lower activity from equity finance clients. Average daily volumes on commodity derivatives were at 79,318 lots in 2022, down -3.5% compared to 2021, reflecting a decrease in commodity futures trading compared to all-time high levels in 2021, partly offset by record activity on commodity options. Euronext revenue capture on derivatives trading was €0.33 per lot in 2022, resulting from improved revenue capture across the offering. On a like-for-like basis at constant currencies, derivatives trading revenue was up +2.6% in 2022 compared to 2021. For the year ended 31 December 20218: Derivatives trading revenue increased by +6.6% to €52.5 million in 2021 as a result of the consolidation of Borsa Italiana Capital Markets, newly launched innovative products and of a record year for commodity derivatives trading. In 2021, average daily volume on financial derivatives was 650,898 lots, down -8.3% from 2020 reflecting a low volatility environment for equity derivatives, while average daily volume on commodity derivatives was 82,219 lots, up +22.6% from 2020 reflecting successful expansion of the franchise. Euronext revenue capture on derivatives trading was €0.29 per lot for 2021. On a like-for-like basis at constant currencies, derivatives trading revenue was down -8.5% in 2021 compared to 2020. For the year ended 31 December 2020: Derivatives trading revenue increased +11.0% in 2020, to €49.2 million, compared to €44.3 million in 2019. Derivatives trading volumes in 2020 increased +14.6% compared to 2019. Average daily volume on individual equity derivatives was up +27.6% at 376,732 contracts, resulting from increased individual equity futures volumes, while the average daily volume on equity index derivatives was down -2.3% to 235,080 contracts. Commodity products recorded an increase in average daily volumes in 2020, up +26.0% to 67,037 contracts compared to 2019, reflecting client diversification and geographic expansion. Yield on derivatives averaged €0.28 in 2020, down -6.2% compared to 2019, as increased volumes in high-yield commodity products were offset by the dilutive impact of significant volumes in recently launched lower-yield equity futures. On a like-for-like basis at constant currencies, revenue from derivatives trading was up +8.7%. Fixed income trading For the year ended 31 December 2022: Fixed income trading reported revenue was at €93.0 million in 2022, compared to €65.8 million in 2021, reflecting the consolidation of MTS, whose volumes reflected the change in macro-economic conditions in Europe with rising inflation, interest rates and uncertainties which favoured money markets. MTS reported an overall robust performance in markets dominated by increasing interest rates. In 2022, MTS Cash reported €59.5 million of revenue and MTS Repo reported €21.6 million of revenue. 2022 recorded strong growth in Repo trading, with term- adjusted average daily volumes up +25.1% compared to 2021 to €353.7 billion. This compensated for lower MTS Cash average daily volumes, down -21.2% to €18.9 billion, compared to €24.0 billion in 2021. On a like-for-like basis at constant currencies, fixed income trading revenue was down -8.9% in 2022 compared to 2021. For the year ended 31 December 2021: Fixed income trading reported revenue at €65.8 million in 2021, compared to €2.6 million in 2020 and €2.6 million in 2019, resulting from the consolidation of MTS. MTS Cash contributed €46.8 million of revenues, while MTS Repo reported €12.7 million for 2021. MTS reported significant growth in cash volumes driven by steady issuance as well as European bond buying programmes and a dynamic Italian market. MTS Cash average daily volumes grew +71.8% versus 2020 to €24.0 billion in 2021. MTS Repo reported term adjusted average daily volumes down -18.2% to €282.7 billion with a renewed dynamic during the fourth quarter of 2021. On a like-for-like basis at constant currencies, fixed income trading revenue (solely Euronext perimeter) was down -34.2% in 2021 compared to 2020. FX Trading For the year ended 31 December 2022: FX trading reported all-time record revenues at €28.4 million in 2022, up +21.0% from 2021. Euronext FX trading benefited from the positive momentum with heightened volatility, geographic expansion and product diversification. 7 Operating and Financial Review 196 2022 UNIVERSAL REGISTRATION DOCUMENT 14 Including Oslo Børs Over 2022, average daily volumes of USD 22.5 billion were recorded, up +17.1% compared to 2021. On a like-for-like basis at constant currencies, FX trading revenue was up +7.9% in 2022 compared to 2021. For the year ended the 31 December 2021: FX trading reported revenue at €23.5 million in 2021, down -10.9% from 2020, reflecting lower trading volumes as FX markets recorded lower volatility through the year. In 2021, US$19.2 billion average daily volumes were recorded, down -10.3% compared to 2020. On a like-for-like basis at constant currencies, FX trading revenue was down -7.4% in 2021 compared to 2020. For the year ended 31 December 2020: Spot FX trading activity on the Euronext FX spot foreign exchange market recorded average daily volumes of $21.4 billion in 2020, up, +17.2%, compared to $18.3 billion in 2019, reflecting a more volatile environment and geographic expansion. As a result, spot FX trading generated €26.4 million of revenue in 2020, up +15.0% compared to €22.9 million in 2019. On a like-for-like basis at constant currencies, revenue from spot FX trading was up +16.8%. Power Trading: For the year ended 31 December 2022: Power trading reported €32.7 million in revenue in 2022, representing a strong growth of +9.4% compared to 2021, driven by record volumes, totalling over 1,000TWh, and continued successful geographic expansion in Central and Western Europe, UK and Ireland. Over 2022, average daily day-ahead power traded was 2.75TWh, up +11.4% compared to 2021, and average daily intraday power traded was 0.10TWh, up +49.8% compared to 2021. On a like-for-like basis at constant currencies, power trading revenue was up +8.9% compared to 2021. For the year ended 31 December 2021: Power trading reported €29.9 million in revenue in 2021, +9.3% compared to 2020 as lower trading volumes in the UK and Ireland as well as Central and Western Europe markets were offset by an enhanced revenue capture. In 2021, average daily day-ahead power traded was 2.47TWh, down -2.0% compared to 2020, and average daily intraday power traded was 0.07TWh, down -2.3% compared to 2020. On a like-for-like basis at constant currencies, power trading revenue was down -0.3% compared to 2020. For the year ended 31 December 2020: Power trading, encompassing the trading activities of Nord Pool, of which Euronext acquired 66% in January 2020, reported €27.3 million of revenue in 2020, reflecting a strong performance in the Central and Western Europe market offsetting the impact of a warmer winter at the beginning of the year. Over 2020, average daily day-ahead power traded was 2.52 TWh, and average daily intraday power traded was 0.07 TWh. Investor Services For the year ended 31 December 2022: Investor Services reported €9.6 million revenue in 2022, representing a +7.9% increase compared to 2021, resulting from successful growth of the client base and successful key product launches. On a like-for-like basis at constant currencies, Investor Services revenue was up +10.8% compared to 2021. For the year ended 31 December 2021: Investor Services revenue increased to €8.9 million in 2021, up +17.3% compared to 2020, resulting from successful commercial expansion and enhancement of the offering. On a like-for-like basis at constant currencies, Investor Services revenue was up +26.9% compared to 2020. For the year ended 31 December 2020: Investor Services, encompassing the activities of Commcise and Investor Services activities from Oslo Børs VPS, reported revenue up +32.3% to €7.6 million of revenue in 2020 reflecting continued commercial development. On a like-for-like basis at constant currencies, revenue from Investor Services was up +26.0%. Advanced Data Services For the year ended 31 December 2022: Advanced Data Services recorded revenue grew to €212.1 million in 2022, up +15.5% from 2021, driven by the consolidation of Borsa Italiana’s data businesses, as well as a strong performance of the core data and advanced data solutions businesses. The Euronext’s indices franchise posted a resilient performance in 2022, despite lower structured products activity following two years of intense volatility. Euronext continued to expand its ESG Indices franchise in 2022 including with the successful launch of ESG versions of its national flagship indices, the AEX® ESG in the Netherlands and the OBX® ESG in Norway, reinforcing the existing offering that already included the CAC 40® ESG in France and the MIB® ESG in Italy. On a like-for-like basis at constant currencies, Advanced Data Services revenue was up +5.4% compared to 2021. For the year ended 31 December 2021: Over 2021, Advanced Data Services revenue grew to €183.6 million, up +32.1% compared to the previous year as a result of the consolidation of Borsa Italiana Group data businesses, as well as solid market data activities, dynamic indices business with the launch of 20 new ESG indices and growing traction of data solutions activity. On a like-for-like basis at constant currencies, Advanced Data Services revenue was up +4.1% compared to 2020. For the year ended 31 December 2020: Advanced Data Services reported revenue up +8.0% to €139.0 million in 2020, as a result of the consolidation of data activities of acquired businesses and of the good performance of ESG products and indices. On a like-for-like basis at constant currencies, Advanced Data Services revenue was up +2.4% compared to 2019. Post Trade Clearing For the year ended 31 December 2022: Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 197 Clearing revenue grew by +19.7% to €121.4 million in 2022, reflecting the consolidation of Euronext Clearing and a volatile volume environment throughout the year. Non- volume related clearing revenue (including membership fees, treasury income received from LCH SA) accounted for €39.4 million of the total clearing revenue in Q4 2022. Euronext Clearing activities reflected the general market dynamic over 2022, with a gradual decline in equity and derivatives clearing volumes offset by a steady increase in bond clearing volumes. In 2022, Euronext Clearing revenue included €6.5 million from derivatives clearing, €16.7 million from equities clearing, and €9.8 million from bonds clearing. On a like-for-like basis at constant currencies, clearing revenue was up +3.8% compared to 2021. For the year ended 31 December 2021: Clearing revenue was up in 2021, at €101.4 million, +51.2% compared to 2020, as a result of the consolidation of Euronext Clearing (formerly CC&G) activities as well as higher clearing revenue supported by an increase in commodity derivatives cleared and higher treasury income received from LCH SA. Euronext Clearing’s derivatives clearing for the full year amounted to €3.9 million, bonds clearing to €5.7 million, and equities clearing generated €11.6 million of revenues, for 8 months of consolidation of Euronext Clearing clearing activities. On a like-for-like basis at constant currencies, clearing revenue was up +6.6% compared to 2020. For the year ended 31 December 2020: Clearing revenue was up in 2020, at €67.1 million, +21.4% compared to 2019, reflecting higher treasury income and higher derivatives trading volumes. Net treasury income For the year ended 31 December 2022: Net treasury income through the CCP business of Euronext Clearing amounted to a loss of €-4.9 million in 2022. Net treasury income through CCP clearing business is earned from instruments held at amortised cost or fair value as follows: ▪A total €55.3 million gain was earned from financial assets and financial liabilities held at amortised cost (€28.6 million from interest income on liabilities held at amortised cost and €26.7 million on interest expenses on assets held at amortized cost). ▪A net €11.3 million loss was incurred from assets held at fair value (€32.3 million income and €43.6 million expense. ▪In addition, a revaluation loss of €48.9 million was incurred, following a one–off partial disposal of the debt investment portfolio held at Euronext Clearing. The Group recycled the related loss from Other Comprehensive Income to net treasury income. For the year ended 31 December 2021: Net treasury income through the CCP business of Euronext Clearing was €35.4 million in 2021 for 8 months of consolidation. Net treasury income through CCP clearing business is earned from instruments held at amortised cost or fair value as follows: ▪A net €43.6 million was earned from financial assets and financial liabilities held at amortised cost (€93.1 million income and €49.5 million expense). ▪A net €8.2 million loss was incurred from assets held at fair value (€30.1 million income and €38.3 million expense). Settlement & Custody For the year ended 31 December 2022: Revenue from Custody, Settlement and other Post-Trade activities was at €243.1 million in 2022, up +10.9% compared to 2021, driven by the consolidation of Euronext Securities Milan, a positively geared geographical mix and stable assets under custody, which offset lower settlement activity. 120,550,357 settlement instructions were processed in 2022 and assets under custody reached €6.3 trillion at the end of December 2022. On a like-for-like basis at constant currencies, Custody, Settlement and other Post-Trade revenue was down -4.8% compared to 2021. For the year ended 31 December 2021: Revenue from Custody, Settlement and other Post Trade, including the activities of Euronext Securities (Copenhagen, Milan, Oslo, Porto), was €219.2 million in 2021, up +99.0% from 2020. This result from the consolidation of Euronext Securities Milan (from 29 April 2021) and of Euronext Securities Copenhagen (from 4 August 2020), as well as record activity across the CSDs with all-time high value of assets under custody, number of settlement instructions and number of retail accounts. Over 2021, 136,171,006 of settlement instructions were processed by Euronext Securities CSDs, pro forma Euronext Securities Milan. On a like-for-like basis at constant currencies, Custody, Settlement and other Post-trade revenue was up +12.1% compared to 2020. For the year ended 31 December 2020: Revenue from Custody, Settlement and other Post-Trade activities, encompassing Interbolsa, Euronext VPS and VP Securities activities, increased by +122.1% to €110.2 million in 2020. This performance resulted primarily from the consolidation of VP Securities, the first full year of consolidation of Euronext VPS, higher settlement activities and an evolving market structure with increased retail participation in the Danish and Norwegian CSDs. On a like-for-like basis at constant currencies, revenue from Custody, Settlement and other Post-Trade activities was up +16.9%. Euronext Technology Solutions and Other revenue For the year ended 31 December 2022: Euronext Technologies and Other revenue increased to €100.1 million in 2022, up +17.1% from 2021, resulting from the consolidation of Borsa Italiana Group technology activities, including Gatelab and X2M and additional revenue 7 Operating and Financial Review 198 2022 UNIVERSAL REGISTRATION DOCUMENT generated through colocation activity following the Euronext’s Core Data Centre migration. On a like-for-like basis at constant currencies, Euronext Technologies and Other revenue was up +3.3%. compared to 2021. For the year ended 31 December 2021: Euronext Technologies and Other revenue was €85.5 million in 2021, up +71.9% from 2020 as a result of the consolidation of Borsa Italiana Group technology businesses, including Gatelab and X2M as well as increased revenues from connectivity and colocation services. On a like-for-like basis at constant currencies, Euronext Technologies and Other revenue was up +5.0% compared to 2020. For the year ended 31 December 2020: Euronext Technology Solutions and Other revenue increased by +31.5% in 2020, to €49.7 million, reflecting the consolidation of Nord Pool, and good performance of the core business. On a like-for-like basis at constant currencies, revenue was up +10.0% compared to last year. Operating Expenses15 in thousand of euros 2022 2021 2020 Salaries and employee benefits (307,017) (287,073) (203,308) Depreciation and amortisation (160,191) (134,572) (59,255) Other operational expenses (326,344) (297,719) (176,813) TOTAL OPERATING EXPENSES (793,552) (719,364) (439,376) Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 199 15 The comparative periods have been re-presented, as a result of the removal of the line 'exceptional items'. See Chapter 8, Note 3, Section-Z, for more details on the re-presentation for 2021. For more details on the re-presentation for 2020, see paragraph "Exceptional items" in section 7.1.8 "Results of Operations". For the year ended 31 December 2022: Euronext operating expenses in 2022 were €793.6 million, compared to €719.4 million in 2021, an increase of €74.2 million or +10.3% . The overall cost increase in 2022 was primarily due to: ▪the consolidation of the costs from the Borsa Italiana Group (consolidated for eight months in 2021); ▪increase in depreciation and amortisation resulting from the Borsa Italiana Group, including its related PPA; ▪integration costs related to the new acquisitions. For the year ended 31 December 2021: Euronext operating expenses in 2021 were €671.6 million, compared to €439.4 million in 2020, an increase of €232.2 million or 52.8%. The overall cost increase in 2021 was due to: ▪the consolidation of the costs from the Borsa Italiana Group, Euronext Securities Copenhagen (since 4 August 2020) and 3Sens (part of Corporate Services); ▪increase in depreciation and amortisation resulting from the Borsa Italiana Group, including its related PPA for €39.0 million (for eight months of consolidation); ▪integration costs related to the new acquisitions. For the year ended 31 December 2020: Euronext operating expenses in 2020 were €439.4 million, compared to €323.4 million in 2019, an increase of €116.0 million or 35.9%. The overall cost increase in 2020 was due to: ▪the acquisitions of Nord Pool and VP Securities in 2020, and the full year cost impact from the acquisitions of Oslo Børs VPS; ▪PPA amortisation, related to the acquisitions mentioned above; ▪Integration cost related to new acquisitions. Euronext operating expenses comprise salaries and employee benefits, depreciation and amortisation, and other operational expenses. Salaries and Employee Benefits16 For the year ended 31 December 2022: Salaries and Employee Benefits increased by €19.9 million, or 6.9%, to €307.0 million in 2022, compared to €287.1 million in 2021. The increase is mainly attributable to the increase in headcount following the incorporation of the Borsa Italiana Group that was only consolidated for eight months in 2021. For the year ended 31 December 2021: Salaries and Employee Benefits increased by €83.8 million, or 41.2%, to €287.1 million in 2021, compared to €203.3 million in 2020. The increase is mainly attributable to the increase in headcount following the incorporation of the Borsa Italiana Group and other recent acquisitions. For the year ended 31 December 2020: Salaries and Employee Benefits increased by €50.2 million, or 32.8%, to €203.3 million in 2020, compared to €153.1 million in 2019. This increase is mainly attributable to the increase in headcount following the incorporation of newly acquired businesses and to increased performance based payments. Depreciation and Amortisation17 For the year ended 31 December 2022: Depreciation and amortisation accounted for €160.2 million in 2022, up +19.0%, mostly due to the consolidation of the Borsa Italiana Group. PPA related to acquired businesses accounted for €83.3 million and is included in depreciation and amortisation. For the year ended 31 December 2021: Depreciation and amortisation accounted for €134.6 million in 2021, up +127.0%, resulting primarily from the consolidation of the Borsa Italiana Group, including its related PPA for €39.0 million (for eight months of consolidation). For the year ended 31 December 2020: Depreciation and amortisation accounted for €59.3 million in 2020, up +35.7%, resulting primarily from the consolidation of Nord Pool and VP Securities PPA and one additional half year of Oslo Børs VPS PPA accounting. Other Operational Expenses18 In thousands of euros 2022 2021 2020 Systems and communications (121,924) (86,286) (38,527) Professional services (71,234) (89,119) (63,817) Clearing expenses (35,604) (33,650) (33,067) Accommodation (13,520) (9,343) (6,767) Other expenses (84,062) (79,321) (34,635) TOTAL (326,344) (297,719) (176,813) For the year ended 31 December 2022: Systems and Communications increased by €35.6 million, or +41.3%, to €121.9 million in 2022, compared to 7 Operating and Financial Review 200 2022 UNIVERSAL REGISTRATION DOCUMENT 16 The comparative periods have been re-presented, as a result of the removal of the line 'exceptional items'. See Chapter 8, Note 3, Section-Z, for more details on the re-presentation for 2021. For more details on the re-presentation for 2020, see paragraph "Exceptional items" in section 7.1.8 "Results of Operations". 17 The comparative periods have been re-presented, as a result of the removal of the line 'exceptional items'. See Chapter 8, Note 3, Section-Z, for more details on the re-presentation for 2021. For more details on the re-presentation for 2020, see paragraph "Exceptional items" in section 7.1.8 "Results of Operations". 18 The comparative periods have been re-presented, as a result of the removal of the line 'exceptional items'. See Chapter 8, Note 3, Section-Z, for more details on the re-presentation for 2021. For more details on the re-presentation for 2020, see paragraph "Exceptional items" in section 7.1.8 "Results of Operations". €86.3million in 2021. The increase can primarily be attributed to recent acquisitions. Professional Services decreased by €17.9 million, or -20.1%, to €71.2 million in 2022, compared to €89.1 million in 2021. This change is mainly attributable to the decrease of outsourced services. Clearing expenses (solely related to clearing activities with LCH SA) increased by €2.0 million, or 5.8%, to €35.6 million, compared to €33.6 million in 2020. This is mainly linked to higher clearing revenues. Accommodation increased by €4.2 million, or +44.7%, to €13.5 million, compared to €9.3 million in 2021. This increase can be attributed to the impact of recently acquired subsidiaries as well as the new core data centre. Other Expenses increased by €4.7 million, or +6.0%, to €84.1 million in 2021, compared to €79.3 million in 2021. This can primarily be attributed to higher marketing and events expenses in post-pandemic context. For the year ended 31 December 2021: Systems and Communications increased by €47.8 million, or +124.0%, to €86.3 million in 2021, compared to €38.5 million in 2020. The increase can primarily be attributed to recent acquisitions and an increase in licence fees. Professional Services increased by €25.3 million, or 39.7%, to €89.1 million in 2021, compared to €63.8 million in 2020. This change is mainly attributable to the impact of recently acquired subsidiaries. Clearing expenses (solely related to clearing activities with LCH SA) increased by €0.6 million, or 1.8%, to €33.6 million, compared to €33.1 million in 2020. This is mainly linked to higher clearing revenues. Accommodation increased by €2.6 million, or 37.9%, to €9.3 million, compared to €6.8 million in 2020. This increase can be attributed to the impact of recently acquired subsidiaries. Other Expenses increased by €44.7 million, or +129.2%, to €79.3 million in 2021, compared to €34.6 million in 2020. This can primarily be attributed to recent acquisitions. For the year ended 31 December 2020: System and Communications increased by €12.1 million, or 46.0%, to €38.5 million in 2020, compared to €26.4 million in 2019. This increase is primarily attributable to the integration of Nord Pool and VP Securities and an increase in licence fees. Professional Services increased by €26.7 million, or 72.0%, to €63.8 million in 2020, compared to €37.1 million in 2019. This increase is mainly attributable to the impact from the new acquired subsidiaries in 2020, integration costs related to Oslo Børs VPS and increased costs related to the strategic plan of the Company. Clearing expenses (solely related to clearing activities with LCH SA) increased by €3.7 million, or 12.5%, to €33.1 million in 2020, compared to €29.4 million in 2019. This increase is linked to the higher Clearing revenues in 2020. Accommodation increased by €1.3 million, or 23.8%, to €6.8 million in 2020, compared to €5.5 million in 2019. This increase is attributable to the impact from newly acquired subsidiaries and one additional half-year impact from Oslo Børs VPS. Other Expenses increased by €6.4 million, or 22.7%, to €34.6 million in 2020 when compared to €28.2 million in 2019. This increase mainly reflects the impact from newly acquired subsidiaries and an increase in expected credit loss allowance provision (see section 8 -Note 21). Operating Profit Before Exceptional Items In 2022, Euronext has stopped reporting exceptional items, these items are now reported into their respective income statement line. The below disclosure is provided as historical information only. For the year ended 31 December 2020: Operating profit before exceptional items was €462.3 million, a +29.9% increase compared to 2019. On a like-for- like basis at constant currencies, operating profit before exceptional items was up, +20.4%, to €423.7 million. Exceptional Items In 2022, Euronext has stopped reporting exceptional items, these items are now reported into their respective income statement line. For more details on this re-presentation for 2021, see Chapter 8, Note 3, Section-Z. For 2020, the re-presentation of exceptional items to their respective categories was as follows: In thousands of euros Reported 2020 Increase / (decrease) Re- presented 2020 Salaries and employee benefits (198,970) (4,338) (203,308) Depreciation and amortisation (57,776) (1,479) (59,255) Other operational expenses (a) (165,300) (11,513) (176,813) Operating profit before exceptional items 462,272 (17,330) 444,942 Exceptional items (17,330) 17,330 — Operating profit 444,942 — 444,942 (a) Of which €8.8 million was re-presented in Professional services and €2.7 million was re-presented in Other expenses. The below table and related descriptions are provided as historical information only. In thousands of euros 2020 Restructuring costs (4,338) Acquisition costs (8,828) Relocation data centre Basildon — Claims provisions / Settlements (1,500) Termination of sales contract (173) Write-off / impairment intangible assets (1,549) Litigation provisions/settlements (770) Onerous contract costs (244) Separation cost — Other 72 TOTAL (17,330) Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 201 For the year ended 31 December 2020 exceptional items included: ▪€4.3 million of restructuring costs mainly related to expenses for employee termination benefits in the various Euronext locations, with the main impacts in VP Securities, Euronext Amsterdam and Euronext Paris; ▪€8.8 million of costs incurred for contemplated acquisitions of major significance to the Group, potentially changing the Group’s form or character (transformational acquisitions), which primarily relate to the acquisition of the Borsa Italiana Group; ▪€1.5 million of claims provision related to the trading platform outage on 19 October 2020; ▪€1.5 million of impact from the write-off / impairment of software; ▪€0.2 million of costs related to termination of contracts in Oslo Børs VPS; ▪€0.8 million of litigation provisions attributable to individual legal cases; ▪€0.2 million of costs related to onerous commercial contracts. Operating Profit For the year ended 31 December 2022: Euronext operating profit for the year ended 31 December 2022 was €625.3 million, a +7.9% increase compared to 2021. This increase was impacted by higher revenue due to the first full year consolidation impact of Borsa Italiana Group, partly offset by a revaluation loss of €48.9 million recognised in net treasury income, following the partial disposal of the investment portfolio in Euronext Clearing. The higher revenues were partly offset by a €74.2 million increase in operating expenses due to the first full year consolidation impact of Borsa Italiana Group. For the year ended 31 December 2021: Euronext operating profit for the year ended 31 December 2021 was €579.3 million, a +30.2% increase compared to 2020. This increase was impacted by higher revenue due to the consolidation of the Borsa Italiana Group, a strong performance of non-volume related businesses and a solid organic growth in clearing activities which offset lower trading volumes across all asset classes except fixed income, compared to 2020. The higher revenues were partly offset by a €280.0 million increase in operating expenses due to the consolidation of the Borsa Italiana Group, Euronext Securities Copenhagen (since 4 August 2020) and 3Sens (part of Corporate Services) for €185.4 million, as well as integration costs related to these acquisitions. For the year ended 31 December 2020: Euronext operating profit for the year ended 31 December 2020 was €444.9 million, compared to €333.9 million for the year ended 31 December 2019, an increase of €111.1 million or 33%. This impact was caused by an increase of €205.2 million in revenues, which was primarily due to an increase in trading volumes and the impact of newly acquired subsidiaries. This is partly offset by an increase of €94.1 million in operating expenses, which mainly relate to the impact of newly acquired subsidiaries in 2020. Net Financing Income / (Expense) For the year ended 31 December 2022: Net financing expense for 2022 was €32.0 million compared to a net financing expense of €34.4 million in 2021. This decrease results from elimination of costs in relation to the financing of the acquisition of the Borsa Italiana Group partially offsetting the higher costs of issued debt. For the year ended 31 December 2021: Net financing expense for 2021 was €34.4 million compared to a net financing expense of €12.8 million in 2020. This increase results from the costs of the newly issued debt in relation to the financing of the acquisition of the Borsa Italiana Group For the year ended 31 December 2020: Net financing expense for 2020 was €12.8 million compared to a net financing expense of €17.4 million in 2019, reflecting interest expenses related to the second bond issued in 2019, the tap issue in June 2020 (see section 7.1.11 7 Operating and Financial Review 202 2022 UNIVERSAL REGISTRATION DOCUMENT - Facilities Agreement and Bonds) and financing costs related to the acquisition of the Borsa Italiana Group. In thousands of euros 2022 2021 2020 Interest expense (effective interest method) (36,587) (40,295) (17,043) Interest in respect of lease liabilities (733) (718) (525) Other finance costs 242 309 306 Total finance costs (37,078) (40,704) (17,262) Contingent consideration payables — — 394 Redemption liabilities — — (131) Change in fair value of financial liabilities — — 263 Interest income (effective interest method) 5,806 1,479 1,029 Interest income from interest rate swaps 1,479 5,004 4,949 Hedging result — (698) (27) Gain / (loss) on disposal of treasury investments (2,307) (711) 84 Net foreign exchange gain/(loss) 137 1,238 (1,836) Other net financing income/ (expense) 5,115 6,312 4,199 Total (31,963) (34,392) (12,800) Result from equity investments and gain on disposal of subsidiaries For the year ended 31 December 2022: In 2022, results from equity investments amounted to €18.7 million, mainly reflecting the following items: •€9.8 million of dividends received from Euroclear; •the contribution from LCH SA, in which Euronext owns a 11.1% stake. In addition, the Group disposed its interests in subsidiaries Finance Web Working SAS and MTS Markets International Inc. in 2022. This resulted in a combined result from disposal of €2.3 million. For the year ended 31 December 2021: In 2021, results from equity investments amounted to €33.2 million, reflecting the following items: •€25.7 million of dividends received from Euroclear and Sicovam Holding S.A.; •the contribution from LCH SA, in which Euronext owns a 11.1% stake. In addition, the Group disposed its interest in subsidiaries Centevo AB and Oslo Market Solutions AS in 2021. This resulted in a combined result from disposal of €2.7 million. For the year ended 31 December 2020: In 2020, the €10.6 million of results from equity investments mainly related to the following items: ▪€1.6 million of dividends received from Sicovam Holding S.A.; ▪€8.9 million of result from investment in associates and joint ventures, mainly contributed by the investment in associate LCH SA. Profit before Income Tax For the year ended 31 December 2022: Euronext profit before income tax for the year ended 31 December 2022 was €614.2 million, compared to €580.7 million for the year ended 31 December 2021, an increase of €33.5 million or +5.8%. This increase was mainly caused by the €46.0 million increase in operating profit already described above, partially offset by lower results from equity investment. For the year ended 31 December 2021: Euronext profit before income tax for the year ended 31 December 2021 was €580.7 million, compared to €442.7 million for the year ended 31 December 2020, an increase of €138.0 million or +31.2%. This increase was mainly caused by the €134.3 million increase in operating profit already described above, as well as higher results from equity investment, partly offset by higher net financing income / (expense). For the year ended 31 December 2020: Euronext profit before income tax for the year ended 31 December 2020 was €442.7 million, compared to €325.6 million for the year ended 31 December 2019, an increase of €117.1 million or +36.0%. This impact was mainly caused by the €111.1 million increase in operating profit already described above, and a decrease of €4.6 million in net financing income / (expense). Income Tax Expense For the year ended 31 December 2022: Euronext's income tax expense for the year ended 31 December 2022 was €163.6 million, compared to €158.6 million for the year ended 31 December 2021, an increase of €5.0 million or +3.1%. Euronext's effective tax rate was 26.6% for the year ended 31 December 2022, compared to 27.3% for the year ended 31 December 2021. The decrease of the effective tax rate in 2022 is primarily due to less non deductible acquisition expenses and less unrecognized tax losses recognized in 2022 compared to 2021. Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 203 For the year ended 31 December 2021: Euronext's income tax expense for the year ended 31 December 2021 was €158.6 million, compared to €122.2 million for the year ended 31 December 2020, an increase of €36.4 million or +29.9%. Euronext's effective tax rate was 27.3% for the year ended 31 December 2021 compared to 27.6% for the year ended 31 December 2020. The decrease of the effective tax rate in 2021 is primarily due to non- deductible acquisition costs. For the year ended 31 December 2020: Euronext’s income tax expense for the year ended 31 December 2020 was €122.2 million, compared to €100.3 million for the year ended 31 December 2019, an increase of €21.9 million or +21.8%. Euronext’s effective tax rate was 27.6% for the year ended 31 December 2020 compared to 30.8% for the year ended 31 December 2019. The decrease of the effective tax rate in 2020 is primarily attributable to: ▪Non-deductible acquisition costs; ▪The impact from statutory tax rate changes on deferred tax positions in France and the Netherlands. Profit for the Year For the year ended 31 December 2022: Euronext reported profit for the year ended 31 December 2022 of €450.6 million, compared to €422.1 million for the year ended 31 December 2021, an increase of €28.6 million or +6.8%. Of this profit, €437.8 million was attributable to the shareholders of the parent. For the year ended 31 December 2021: Euronext reported profit for the year ended 31 December 2021 was €422.1 million, compared to €320.5 million for the year ended 31 December 2020, an increase of €101.5 million or +32%. Of this profit, €413.3 million was attributable to the shareholders of the parent. For the year ended 31 December 2020: Euronext reported profit for the year ended 31 December 2020 was €320.5 million, compared to €225.3 million for the year ended 31 December 2019, an increase of €95.3 million or +42.3%. Of this profit, €315.5 million was attributable to the shareholders of the parent. 7.1.9 Balance sheet For the figures used in the balance sheet review below, reference is made to the table containing the Consolidated Balance Sheet in Chapter 5 ‘Selected historical consolidated financial information and other financial information’. The lines 'Goodwill and other intangible assets' and 'Non- controlling interests' were restated as a result of an error in 2021. See Chapter 8, Note 3, Section-Y, for more details on this restatement. For the year ended 31 December 2022 compared to the year ended 31 December 2021: Total assets increased by €29,231.0 million, to €175,137.3 million for year ended 31 December 2022, compared to €145,906.3 million for the year ended 31 December 2021. This increase was mainly attributable to: ▪€23.9 million of decrease in the line Right-of-Use assets, which was impacted by the amortization of right-of-use assets in relation to the Group’s office buildings and equipment leases in 2022. ▪€70.9 million of decrease in the line Trade and other receivables, which was mainly related to the impact from Nord Pool power sales, as a result of lower energy prices at the end of 2022. ▪€29,097.1 million of increase in the line CCP clearing business assets, which reflect the financial instrument positions linked to the Central Counterparty (CCP) activity of Cassa di Compensazione e Garanzia S.p.A. (CC&G). The increase mainly relates to assets under repurchase transactions. ▪€45.0 million of increase in the line current income tax receivable, which impact is mainly driven by prepayments of declared income tax provisions at Borsa Italiana Group that did not reflect the mitigating impact of the revaluation loss resulting from the partial disposal of the debt investment portfolio held at CC&G. ▪€196.7 million of increase in the line cash and cash equivalents, which movement is further explained in section 7.1.10. Total equity increased by €269.6 million, to €4,040.3 million for year ended 31 December 2022, compared to €3,770.7 million for the year ended 31 December 2021. This increase was mainly attributable to: ▪€242.9 million of increase in the line Retained earnings, which was primarily caused by €437.8 million of profit for the year attributable to the shareholders of the Company, partly offset by the dividends paid to the shareholders of the company for €206.0 million. ▪€13.6 million of increase in other reserves, which was caused by an increase in revaluation of financial assets held at fair value through OCI, that was partially offset by a decrease in foreign currency translation reserve. ▪€10.0 million of increase in reserve own shares, following the vesting of employee share plans in 2022. Total liabilities increased by €28,961.4 million, to €171,097.0 million for year ended 31 December 2022, compared to €142,135.5 million for the year ended 31 December 2021. This increase was mainly attributable to: ▪€17.9 million of decrease in the line Non-current Borrowings, which relates to fair value adjustments linked to the bond interest rate hedge. As per 3 May 2022, the hedge was discontinued. ▪€39.9 million of decrease in the line Deferred tax liability, which was caused by deferred tax impact on amortisation of certain intangible assets valued on historical acquisitions (PPA). ▪€29,126.3 million of increase in the line CCP clearing business liabilities, which reflect the financial instrument positions linked to the Central Counterparty (CCP) activity of Cassa di Compensazione e Garanzia S.p.A. (CC&G). The increase mainly relates to liabilities under repurchase transactions. 7 Operating and Financial Review 204 2022 UNIVERSAL REGISTRATION DOCUMENT ▪€43.5 million of decrease in the line Trade and other payables, which was mainly related to Nord Pool power purchases, as a result of lower energy prices at the end of 2022. For the year ended 31 December 2021 compared to the year ended 31 December 2020: Total assets increased by €143,021.7 million, to €145,906.3 million for year ended 31 December 2021, compared to €2,884.6 million for the year ended 31 December 2020. This increase was mainly attributable to: ▪€4,679.7 million of increase in the line Goodwill and other intangible assets, which was caused by the goodwill and intangible assets included in the acquisition of Borsa Italiana Group in 2021, as is further described in section 7.1.5. ▪€221.6 million of increase in the line Trade and other receivables, which was mainly related to the impact from the acquisition of Borsa Italiana Group and Nord Pool power sales, as a result of higher trading volumes and energy prices at the end of 2021. ▪€137,750.9 million of increase in the line CCP clearing business assets, which reflect the financial instrument positions linked to the Central Counterparty (CCP) activity of Cassa di Compensazione e Garanzia S.p.A. (CC&G), that was included in the acquisition of the Borsa Italiana Group in 2021. ▪€65.5 million of increase in the line other current financial assets, which was mainly caused by debt investments in government bonds that were included in the acquisition of Borsa Italiana Group in 2021. ▪€174.9 million of increase in the line cash and cash equivalents, which movement is further explained in section 7.1.10. Total equity increased by €2,681.7 million, to €3,770.7 million for year ended 31 December 2021, compared to €1,089.0 million for the year ended 31 December 2020. This increase was mainly attributable to: ▪€2,375.2 million of total increase in the lines Issued capital and Share premium, which was caused by the issuing of new equity through a private placement to CDP Equity and Intesa Sanpaolo and a rights offer to the Group's existing shareholders. The new equity was issued to partly finance the acquisition of Borsa Italiana Group in 2021. ▪€196.7 million of increase in the line Retained earnings, which was primarily caused by €413.3 million of profit for the year attributable to the shareholders of the Company, partly offset by the dividends paid to the shareholders of the company for €-157.2 million and acquisition of non- controlling interest for €-59.3 million (primarily iBabs B.V.). Total liabilities increased by €140,339.9 million, to €142,135.5 million for year ended 31 December 2021, compared to €1,795.6 million for the year ended 31 December 2020. This increase was mainly attributable to: ▪€1,771.9 million of increase in the line Non- current Borrowings, which is almost fully attributable to the Bonds that were issued to partly finance the acquisition of Borsa Italiana Group in 2021 (as described in section 7.1.11 - Facilities agreements and bonds). ▪€499.6 million of increase in the line Deferred tax liability, which was caused by deferred tax impact on valuation of certain intangible assets on acquisition of Borsa Italiana Group in 2021. ▪€137,732.4 million of increase in the line CCP clearing business liabilities, which reflect the financial instrument positions linked to the Central Counterparty (CCP) activity of Cassa di Compensazione e Garanzia S.p.A. (CC&G), that was included in the acquisition of the Borsa Italiana Group in 2021. ▪€254.1 million of increase in the line Trade and other payables, which was mainly related to the impact from the acquisition of Borsa Italiana Group and Nord Pool power purchases, as a result of higher trading volumes and energy prices at the end of 2021. 7.1.10Cash flow The table below summarises Euronext consolidated cash flow for the years ended 31 December 2022, 2021 and 2020: In thousands of euros Year ended 31 December 2022 31 December 2021 31 December 2020 Net cash generated by operating activities 616,486 543,706 277,988 Net cash (used in) investing activities (128,474) (4,215,509) (104,725) Net cash generated by financing activities (276,479) 3,839,087 104,235 NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 211,533 167,284 277,498 Cash and cash equivalents – Beginning of period 809,409 629,469 369,822 Non-cash exchange gains/(losses) on cash and cash equivalents (19,860) 12,656 (17,851) CASH AND CASH EQUIVALENTS – END OF PERIOD 1,001,082 809,409 629,469 (a) includes €5.0 million of cash and cash equivalents classified as held for sale for the year ended 31 December 2021 Net Cash Generated by Operating Activities Net cash generated by operating activities increased by € +72.8 million, to €616.5 million for the year ended 31 Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 205 December 2022, compared to €543.7 million for the year ended 31 December 2021. This was mainly attributable to: ■The effect of an increase in profit before tax of €33.5 million, an increase adjusting effects for depreciation and amortisation of €25.6 million related to the acquired intangible assets of Borsa Italiana Group, an increase of €16.4 million from changes in working capital, primarily attributable to the outstanding positions in power sales and power purchases of Nord Pool at end of 2022 and an increase of €3.6 million from share based payments related to inclusion of Borsa Italiana Group in the perimeter. ■These impacts were partly offset by €-1.4 million of impact related to share of profit from associates and joint ventures and €-5.0 million of impact from increased income taxes paid. Net cash generated by operating activities increased by €265.7 million, to €543.7 million for year ended 31 December 2021, compared to €278.0 million for the year ended 31 December 2020. This increase was mainly attributable to: ■The effect of an increase in profit before tax of €138.0 million, an increase of adjusting effects for depreciation and amortisation of €67.9 million related to the acquired intangible assets of Borsa Italiana Group and an increase of €156.9 million of impact from changes in working capital, primarily attributable to the outstanding positions in power sales and power purchases of Nord Pool at end of 2021. ■These impacts were partly offset by €-100.8 million related to increased income taxes paid in 2021, primarily at Borsa Italiana Group. Net Cash (Used in) Investing Activities Net cash used in investing activities decreased by €-4,087.0 million, to €-128.5 million for the year ended 31 December 2022, compared to €-4,215.5 million for the year ended 31 December 2022. This was mainly attributable to: ■€4,130 million of decreasing impact from acquisitions of subsidiaries, related to the acquisition of the Borsa Italiana Group in 2021, offsetting the acquisitions of the technology businesses from Nexi's capital markets activities and the acquisition of the General Meetings, Designated Representative, and Shareholder’s Registers activities of Spafid ■€31.9 million of increasing impact from increased capital expenditures. ■€15.9 million of increasing impact related to a decrease in dividends received from equity investment. Net cash used in investing activities increased by €4,110.8 million, to €4,215.5 million for the year ended 31 December 2021, compared to €104.7 million for the year ended 31 December 2020. This increase was mainly attributable to: ■€4,115.6 million of increasing impact from acquisitions of subsidiaries (net of cash acquired), which is caused by the acquisition of Borsa Italiana Group and the acquisition of remaining minority stakes in iBabs and Commcise in 2021. These acquisitions are further described in section 7.1.5 - Key factors affecting businesses and operations. Net Cash Generated by Financing Activities Net cash generated by financing activities decreased by €4,116.6 million, to €-276.5 million for the year ended 31 December 2022, compared to €+3,839.1 million for the year ended 31 December 2021. This was mainly attributable to: ■€-5,471.7 million of decreasing impact from draw down of bridge loan facility for €3,690.0m and bond issuance for €1,781.7 during the comparative period. ■€+3,762.9 million increasing impact from repayment of bridge loan for €-3,690.0m and repayment of loan in Borsa Italiana Group with LSEG for €-72.9m during the comparative period. ■€-13.5 million decreasing impact from increased interest payments, following the increased loan portfolio after the Bond Issue in May 2021. ■€-2,375.2 million decreasing impact from issuance of new shares during the comparative period. ■€-31.8 million of decreasing impact from transactions in own shares, due to the share buy back performed in the comparative period. ■€-48.8 million of decreasing impact of increased dividends paid to the shareholders of the Company, following higher net profit in 2021 versus 2020. Net cash generated by financing activities increased by €3,734.9 million, to €+3,839.1 million for the year ended 31 December 2021, compared to a net cash generated by financing activities of €104.2 million for the year ended 31 December 2020. This decrease was mainly attributable to: ■€5,215.8 million of increasing impact from proceeds from borrowings. In 2021, the impact relates to the draw down of the bridge loan facility and the proceeds from the Bonds Issue (net of premium and issue cost). These elements are further described in section 7.1.11 - Facilities agreements and bonds. ■€-3,762.9 million of decreasing impact from repayments of borrowings. The impact relates to the full repayment of the bridge loan facility and the repayment of a €72.9 million loan with London Stock Exchange Group that was included in the acquisition of Borsa Italiana Group in 2021. ■€2,375.2 million of increasing impact from the issuing of new equity through a private placement to CDP Equity and Intesa Sanpaolo and a rights offer to the Group's existing shareholders (net of transaction cost). The proceeds were used to partly repay the bridge loan facility. ■€-18.6 million of decreasing impact from an increased share buyback programme in 2021, when compared to prior period. ■€-46.6 million of decreasing impact from increased dividends paid to the company's shareholders in 2021, when compared to prior period. 7 Operating and Financial Review 206 2022 UNIVERSAL REGISTRATION DOCUMENT 7.1.11Facilities Agreements and Bonds Loan facilities On 12 April 2017, the Group entered into a new revolving loan facility agreement (“the Facility”) amounting to €250 million, with BNP Paribas and ABN AMRO BANK N.V. as Lead Arrangers. This new Facility has replaced the revolving credit facility of €390 million. On 18 July 2017, the Group entered into a syndicated bank loan facility (“the Bank Loan”) with BNP Paribas and ABN AMRO BANK N.V. as Lead Arrangers, providing for €175 million. The Bank Loan has been drawn in the amount of €165 million on 9 August 2017 in order to (i) fund the acquisition of 89.8% of the shares and voting rights in FastMatch Inc and (ii) refinance the acquisition of 60% of the shares and voting rights in iBabs B.V. previously financed through the Facility. The Bank Loan and Facility are together referred to as Instruments. As per 31 December 2017 a non-current borrowing of €165.0 million was recognised related to the Bank Loan. On 8 April 2019, the Group signed a supplemental agreement with nine banks to amend the €250 million Facility originally dated 12 April 2017. This new agreement enabled the Group to increase the Facility to €400.0 million and set a new maturity of 5 years plus a two-year extension possibility. The revolving credit facility agreement allowed the Group to apply all amounts borrowed by it towards (i) general corporate and/or working capital purposes of the Group, (ii) satisfaction of the consideration payable for an acquisition and/or (iii) the payment of fees, costs and expense incurred in relation to an acquisition. The revolving credit facility bore an interest rate of EURIBOR plus a margin initially set at 0.25%, which increased to 0.30% on 31 May 2019, based on the “A-“ rating. It should be noted that as at 31 December 2020, no advances had been drawn under the revolving credit facility. During the year, the Group had temporarily drawn €45.0 million which it used for repayment of the bond loan, which was included in the acquisition of Oslo Børs VPS. The Group repaid this €45.0 million at the end of 2019. Euronext was required to maintain compliance with a maximum leverage ratio if the credit rating would drop below BBB+. The maximum leverage ratio measures Euronext total gross debt to EBITDA19 (as such terms are defined in the Facilities Agreement). Euronext was required to maintain a leverage ratio of no more than 3.5x. On 26 April 2021, the Group requested the irrevocable cancellation of the total commitments under the €400.0 million Facility which gave rise to the termination of the revolving credit facility agreement. On 6 November 2020, the Group entered into a new revolving credit facility agreement with a group of 12 banks for the amount of €600.0 million conditional to the closing of the acquisition of the Borsa Italiana Group, that allows the Group to apply all amounts borrowed by it towards (i) general corporate and/or working capital purposes of the Group, (ii) satisfaction of the consideration payable for an acquisition and/or (iii) the payment of fees, costs and expense incurred in relation to an acquisition. This new revolving credit facility has a maturity of 5 years plus a two- year extension possibility and bears an interest rate of EURIBOR plus a margin dependent on rating. Following the closing of the Borsa Italiana acquisition this revolving credit facility replaced the former facility signed on 8 April 2019. In October 2021 the first one year extension was requested and received from all banks party to the revolving credit facility agreement. In October 2022 the Group requested the second one year extension, which was accepted by all banks party to the revolving credit facility agreement. The revolving facility has not been and is not drawn as per 31 December 2022. In case of a downgrading event of Euronext, below BBB- or equivalent by rating agencies, Euronext shall ensure that the leverage ratio as defined in the revolving credit facility agreement would not be greater than 4x. Term, Repayment and Cancellation The Facility had an initial maturity of 5 years plus a two- year extension possibility. Euronext has the possibility to voluntarily cancel the Facility in whole or part or prepay amounts drawn. Interest Rates and Fees The Facility has borne an interest rate of EURIBOR plus a margin initially set at 0.55%, based on the initial rating of BBB by S&P. It should be noted that as at 31 December 2021, there was no outstanding advance drawn under the Facility. EURIBOR is floored at 0%. An extension fee of (i) 0.05% of the full amount is payable if Euronext requests that the initial maturity date be extended to the first relevant anniversary date or, (ii) 0.10% of the full amount of the relevant Instrument is payable if Euronext requests that the initial maturity date be extended to the second relevant anniversary date. A utilisation fee accrues on a daily basis at the following applicable rate per annum to be applied on the amount drawn: ▪if less than 33.33% of the total commitment under the Facility has been drawn at the relevant date, 0.10%; ▪if 33.33% or more (but less than 66.67%) of the total commitment under the Facility has been drawn at the relevant date, 0.20%; or ▪if 66.67% or more of the total commitment under the Facility has been drawn at the relevant date, 0.40%. Euronext must also pay customary commitment fees at a rate per annum equal to 35% of the then applicable margin for the relevant Instrument on each lender’s available commitment under the relevant Instrument during its availability period. Certain Covenants and Undertakings The Facility contains a number of additional undertakings and covenants that, among other things, restrict, subject to certain exceptions, Euronext ability to: ▪grant security interests over their assets; ▪sell, transfer or dispose of certain assets; ▪make certain loans or grant certain credit; Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 207 19 EBITDA as defined in the Facilities Agreement ▪enter into any amalgamation, demerger, merger or corporate reconstruction, unless the Company remains the surviving entity; ▪make any substantial change to the general nature of Euronext business. Euronext is permitted, among other things, to dispose of assets in the ordinary course of trading on arm’s length terms for full market value without restriction, and otherwise where the aggregate fair value of the assets disposed of does not exceed 5% of Euronext consolidated total assets in any financial year. In case of a downgrading event of Euronext, below BBB- or equivalent by rating agencies, Euronext shall ensure that the leverage ratio (Net debt/EBITDA) as defined in the Revolving Facility Agreement would not be greater than 4x. Whereby EBITDA means the consolidated operating profit of the Group, before taking into account: 1.Interest Expense 2.Tax 3.any share of the profit f any associated company or undertaking, except for dividends received in cash by any member of the Group; and 4.extraordinary and exceptional items; and after adding back all amounts provided for depreciation and amortisation to the extent deducted for the purposes of determining consolidated profit of the Group before taxation, as determined from the financial statements of the Group. Whereby Total Net Debt means the total gross debt less Cash and Cash Equivalent with respect to the Group on a consolidated basis. Events of Default The Facility contains customary events of default, in each case with customary and appropriate grace periods and thresholds, including, but not limited to: ▪non-payment of principal or interest; ▪violation of financial covenants or other obligations; ▪representations or statements being materially incorrect or misleading; ▪cross-default and cross-acceleration relating to indebtedness of at least €50.0 million; ▪certain liquidation, insolvency, winding-up or bankruptcy events; ▪creditors’ process and attachment having an aggregate value of more than €25.0 million; ▪invalidity and unlawfulness; ▪cessation of business; ▪loss of any licence required to carry on the Company’s or any material subsidiary’s business; and ▪repudiation by the Company of a finance document. Bridge Loan Facility On 7 October 2020, Euronext entered into a €4.4 billion bridge loan facility agreement with a group of banks to pre- finance the acquisition of London Stock Exchange Group Holdings Italia S.p.A. (Borsa Italiana Group). The initial maturity date of this facility is 11 September 2021, which may be extended at the option of the issuer for two additional periods of six months each. The bridge loan facility bears an interest rate of EURIBOR plus an initial margin of 0.45%, that increases as the closing date of the acquisition moves further in time. On 23 April 2021, Euronext sent a utilisation request, to draw €3.690 million on the Bridge Loan Facility, as per 28 April 2021 to partially fund the purchase price of the Borsa Italiana Group due on 29 April 2021. As per 23 April 2021, Euronext sent a voluntary cancellation request based on the Bridge Facility Agreement to cancel the remaining €710 Million. In case of a downgrading event of Euronext, below BBB- or equivalent by rating agencies, Euronext shall ensure that the leverage ratio as defined in the Bridge Loan Facility Agreement would not be greater than 4x. On 10 May 2021, Euronext sent a request for partial irrevocable voluntary repayment, for the amount of €1.820 million as per 14 May 2021. On 11 May 2021, Euronext sent a request for partial irrevocable voluntary repayment, for the amount of €1.790 million as per 17 May 2021. These partial repayments of the Bridge Loan Facility were funded from the proceeds of the rights issue and bond issues. As per 29 November 2021 the Bridge Loan Facility was fully repaid. Bonds On 18 April 2018, the Group issued a €500 million Bond (“Senior Unsecured Note #1”) to refinance its 2017 and 2018 acquisitions and diversify its financing mix. The Bond has a seven year maturity, with an annual coupon of 1%. On 18 April 2018 the Bond, rated “A” by Standard & Poor’s rating agency, was listed on Euronext Dublin. The Bond issue included €2.9 million of Bond discount and €0.5 million of issue costs, which are subsequently accounted for under the Effective Interest Rate method. Following receipt of the proceeds of the issued Bond, the Group repaid the €165.0 million Bank Loan. On 4 June 2019, the Group issued a €500 million Bond (‘Senior Unsecured Note #2’) to (i) pre-finance the outstanding shares of Oslo Børs VPS Holding ASA not already owned by the Group and (ii) for general corporate purposes in line with the Group’s strategy. The Bond has a ten year maturity, with an annual coupon of 1.125%. On 12 June 2019 the Bond, rated “A-” by S&P Global Ratings Limited, was listed on Euronext Dublin. The Bond issue included €6.1 million of Bond discount and issue costs, which are subsequently accounted for under the Effective Interest Rate method. On 22 June 2020, the Group successfully priced a tap offering of €250 million on its outstanding Senior Unsecured Note #2, rated A- by Standard & Poor’s rating agency, which is listed on Euronext Dublin. Settlement of this tap offering was made on 29 June 2020. This tap offering will mature in June 2029. This increases the total principal amount bearing interest at an annual rate of 1.125% to €750 million. The proceeds of the issue were used to (i) finance the acquisition of the outstanding shares 7 Operating and Financial Review 208 2022 UNIVERSAL REGISTRATION DOCUMENT of VP Securities AS and (ii) for general corporate purposes in line with the Group’s strategy. The Bond issue included €5.7 million of Bond premium and issue costs, which are subsequently accounted for under the Effective Interest Rate method. On 17 May 2021, the Group issued €1.800 million 3 equal tranches bond ("Senior Unsecured Note #3, #4 and #5") to partially refinance the Bridge Loan Facility entered into to initially finance the Borsa Italiana Group acquisition. The Bond #3 has a 5 year maturity and a fixed annual rate coupon of 0.125%. The Bond #4 has a 10 year maturity and a fixed annual rate coupon of 0.75%.The Bond #3 has a 20 year maturity and a fixed annual rate coupon of 1.50%. The Bonds are rated BBB by Standard & Poor’s rating agency, and are listed on Euronext Dublin. The bond issue included €18.6 million of bond premium and issue costs, which are subsequently accounted for under the Effective Interest Rate method. CCP credit lines As at 31 December 2022, the Group’s CCP had €420 million (2021: €420 million) credit lines granted by commercial banks serving as liquid recourse to mitigate liquidity risks according to EMIR regulation. None of the credit lines had been used as of 31 December 2022. 7.1.12Contractual Obligations The table below summarises Euronext debt, future minimum payment lease obligations under non-cancellable leases and capital expenditure commitments as at 31 December 2022: In thousands of euros Payments due by year Total 2023 2024-2027 Thereafter Notes of the consolidated financial statements Debt (principal and accrued interest obligations) 3,067,370 17,370 1,100,000 1,950,000 Note 37.1 - Liquidity risk Debt (future interest obligations) 271,194 10,318 91,563 169,313 Note 37.1 - Liquidity risk Lease liabilities – minimum payments 50,114 28,466 19,583 2,065 Note 37.1 - Liquidity risk Capital expenditure commitments 6,268 3,004 3,264 — Note 39.1 – Capital Commitments TOTAL 3,394,946 59,158 1,214,410 2,121,378 Capital Expenditures Euronext’s capital expenditures were €99.5 million, €67.6 million and €19.2 million for the years ended 31 December 2022, 2021 and 2020, respectively. Capital expenditures increased in 2022 when compared to 2021, which is driven by the inclusion of the full year impact of capitalised expenses at Borsa Italiana Group and the capitalisation of software development costs primarily linked to: (i) the migration of Borsa Italiana Group to Euronext's trading platform Optiq®, (ii) the expansion of clearing activities to all Euronext markets by Euronext Clearing, (iii) the pan-Europeanisation of Euronext CSDs, and (iv) several digital ambition projects within the Group. Capital expenditures increased in 2021 when compared to 2020, which is primarily driven by the Group's expanded perimeter due to the acquisition of the Borsa Italiana Group and investments done for the new data centre in Bergamo and the Oslo Børs building. Euronext’s capital expenditure requirements depend on many factors, including the rate of its trading volume growth, strategic plans and acquisitions, required technology initiatives, regulatory requirements, the timing and introduction of new products and enhancements to existing products, the geographic mix of Euronext’s business, and the continuing market acceptance of its electronic platform. For the years ending 31 December 2022, 2021 and 2020, Euronext has made operational capital expenditures as well as incurred capitalised software development costs. These expenditures were aimed at enhancing Euronext technology and supporting the continued expansion of Euronext’s businesses. In 2022, Euronext spent €31.9 million on hardware and investments in properties (2021: €33.4 million and 2020: €6.6 million) and €67.7 million on development efforts and acquisition of third party licenses (2021: €34.2 million and 2020: €12.6 million). 7.1.13Off-Balance Sheet Arrangements Euronext is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on Euronext’s financial condition, results of operations, liquidity, capital expenditure or capital resources, other than the €600 million revolving credit facility under the Facilities Agreement and the commitments described in Note 39 of the Consolidated Financial Statements. 7.1.14 Quantitative and Qualitative Disclosures about Market Risk As a result of its operating and financing activities, the Group is exposed to market risks such as interest rate risk, currency risk and credit risk. The Group has implemented policies and procedures designed to measure, manage, monitor and report risk exposures, which are regularly reviewed by the appropriate management and supervisory bodies. The Group’s central treasury team is charged with identifying risk exposures and monitoring and managing such risks on a daily basis. To the extent necessary and permitted by local regulation, the Group’s subsidiaries centralise their cash investments, report their risks and hedge their exposures in coordination with the Group’s central treasury team. The Group performs sensitivity analyses to determine the effects that may result from market risk exposures. The Group uses derivative instruments solely to hedge financial risks related to its Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 209 financial position or risks that are otherwise incurred in the normal course of its commercial activities. The Group does not use derivative instruments for speculative purposes. Interest Rate Risk Substantially all interest-bearing financial assets and liabilities of the Group are either based on floating rates or based on fixed rates with an interest term of less than one year, except for the fixed rated Bonds #1 to #5 with an aggregated notional amount of €3,050 million, which have maturities between 5 and 20 years. The Group entered into interest rate swap contracts in order to hedge the interest rate risk inherent to the fixed rate Bond #1. As a result, the Group is exposed to fair value risk affecting fixed-rate financial assets and liabilities through its remaining fixed rate Bonds #2 to #5. As at 31 December 2021, the Group had an aggregated notional of €500 million fixed-to-floating interest rate swaps outstanding in relation to the fair value hedge of the €500 million Bond #1. On 3 May 2022, the Group terminated its fixed-to-floating interest rate swap agreements in relation to the fair value hedge of the €500 million Bond #1. On termination, the Group cash settled the swap agreements and the hedge relationship was discontinued. Consequently, the Group had no remaining interest rate swaps outstanding as per 31 December 2022. As from the moment of discontinuation of the fair value hedge, the accumulated fair value adjustments of Bond #1 are amortised to profit or loss based on a recalculated Effective Interest Rate over the remaining term of Bond #1. The Group is exposed to cash-flow risk arising from net floating-rate positions. The Group was a net borrower in Euros exposed to fixed interest rates and a net lender in Euros exposed to floating rates at 31 December 2022 and 2021. Therefore, the sensitivity of net interest income to a parallel shift in the interest curves is that a 0.5% increase/decrease of the rate would have resulted in an increase/decrease of net interest income of €3.1 million based on the positions at 31 December 2022 (2021: nil). The Group was a net lender in Pound Sterling at 31 December 2022 and 2021. The sensitivity of net interest income to a parallel shift in the interest curves is that a 0.5% increase/decrease of the rate would have resulted in an increase/decrease of net interest income of €0.2 million based on the positions at 31 December 2022 (2021: nil). The Group was a net lender in US Dollar at 31 December 2022 and 2021. The sensitivity of net interest income to a parallel shift in the interest curves is that a 0.5% increase/ decrease of the rate would have resulted in an increase/ decrease of net interest income of €0.1 million based on the positions at 31 December 2022 (2021: nil). The Group was a net lender in Norwegian Kroner at 31 December 2022 and 2021. The sensitivity of net interest income to a parallel shift in the interest curves is that a 0.5% increase/decrease of the rate would have resulted in an increase/decrease of net interest income of €0.5 million based on the positions at 31 December 2022 (2021: €0.4 million). The fluctuation of the DKK against the EUR is set within the bandwidth +/-2.25% as an exchange rate mechanism established by the Denmark's Nationalbank. Therefore, currency risk sensitivity inherent to the Group exposure to that currency is deemed to be irrelevant. Interest rate risk - CCP clearing business The Group’s CCP faces interest rate exposure through the impact of changes in the reference rates used to calculate member liabilities versus the yields achieved through their predominantly secured investment activities. In the Group’s CCP, interest bearing assets are generally invested in secured instruments or structures and for a longer term than interest bearing liabilities, whose interest rate is reset daily. This makes investment revenue vulnerable to volatility in overnight rates and shifts in spreads between overnight and term rates. On daily basis the interest rate risk associated to investments is monitored via capital requirements. The Group's CCP has an investment policy, mitigating market risks. The Group's CCP investments generally have an average duration of less than one year and are held until maturity. Losses will not materialise unless the investment portfolio is liquidated before maturity or in an event of portfolio rebalancing before maturity. In case of a forced liquidation of the CCP's financial investment portfolio before maturity to provide necessary liquidity, the CCP may face higher interest rate exposure on its financial investment portfolio. The interest rate exposure of the investment portfolio is predominantly at fixed rates (only a negligible part is at floating rates) at the amounts and maturities as disclosed in 7.1.14 - Liquidity Risk CCP clearing business. As per 31 December 2022, an increase/decrease of the rate by 100 basis points would have an increasing/decreasing impact on the investment portfolio market value of €3.8 million or 0.20% (2021: €47 million or 1.03%). Liquidity Risk The Group would be exposed to a liquidity risk in the case where its short-term liabilities become, at any date, higher than its cash, cash equivalents, short-term financial investments and available bank facilities and in the case where the Group is not able to refinance this liquidity deficit, for example, through new banking lines. Cash, cash equivalents and short-term financial investments are managed as a global treasury portfolio invested in non-speculative financial instruments, readily convertible to cash, such as bank balances, money market funds, overnight deposits, term deposits and other money market instruments, thus ensuring a very high liquidity of the financial assets. The Group’s policy is to ensure that cash, cash equivalents and available bank facilities allow the Group to repay its financial liabilities at all maturities, even disregarding incoming cash flows generated by operational activities, excluding the related party loans granted by the Group’s subsidiaries to its Parent. The net position of current financial assets, financial liabilities and available credit facilities, excluding working capital items, as of 31 December 2022 and 2021 is described in the table below: 7 Operating and Financial Review 210 2022 UNIVERSAL REGISTRATION DOCUMENT In thousands of euros 2022 2021 Cash, cash equivalents and short term investments 1,163,822 804,361 Available revolving credit facility (RCF) 600,000 600,000 Available bridge loan facility — — Financial debt (long-term and short-term borrowings) (3,044,531) (3,061,750) NET POSITION (1,280,709) (1,657,389) The Group has a €600 million revolving credit facility (2021: €600 million) that can be used for general corporate or M&A purposes. As of 31 December 2022, the Group did not have any amounts drawn under the facility. In 2020, the Group had obtained the availability of a €4,400 million bridge loan facility, which it used to pre-finance the acquisition of the Borsa Italiana Group. In 2021, the Group repaid the bridge loan facility in full. References are made to section 7.1.11 - Facilities Agreements and Bonds for more details on the Bridge Loan Facility. Liquidity risk - CCP clearing business The Group’s CCP must maintain a level of liquidity (consistent with regulatory requirements) to ensure the smooth operation of its respective markets and to maintain operations in the event of a single or multiple market stress event or member failure. This includes the potential requirement to liquidate the position of a clearing member under a default scenario including covering the associated losses and the settlement obligations of the defaulting member. The Group’s CCP maintains sufficient cash and cash equivalents and has access to intraday central bank refinancing (collateralized with ECB eligible bonds) along with commercial bank credit lines to meet in a timely manner its payment obligations. Revised regulations requires the CCP to ensure that appropriate levels of back- up liquidity are in place to underpin the dynamics of a largely secured cash investment requirement, ensuring that the maximum potential outflow under extreme market conditions is covered (see credit risk section). The Group’s CCP monitors its liquidity needs daily under normal and stressed market conditions. Where possible, the Group employs guaranteed delivery versus payment settlement techniques and manages CCP margin and default fund flows through central bank or long-established, bespoke commercial bank settlement mechanisms. Monies due from clearing members remain the clearing members’ liability if the payment agent is unable to effect the appropriate transfer. In addition, the Group's CCP maintains operational facilities with commercial banks to manage intraday and overnight liquidity (see section 7.1.11 - Facilities Agreements and Bonds). In line with the investment policy and the regulatory requirements, the Group’s CCP has partially invested the default funds and margin in Government bonds, with an average maturity of around 12 months as per 31 December 2022. Even though these financial assets are generally held to maturity, a forced liquidation of the investment portfolio could lead to losses and lack of required liquidity. In thousands of euros Maturity < 1 year Maturity between 1 and 2 years Maturity between 2 and 3 years Total 2022 Investment portfolio 1,753,811 — — 1,753,811 2021 Investment portfolio 2,721,944 533,790 1,204,674 4,460,408 The table below summarises the maturity profile of the Group’s financial liabilities as of 31 December 2022 and 2021, based on contractual undiscounted payments, including principal - and interest amounts, expected throughout the life of the obligations: In thousands of euros Maturity < 1 year Maturity between 1 and 5 years Maturity > 5 years Total 2022 Trade and other payables 396,287 — — 396,287 Borrowings 27,688 1,191,563 2,119,313 3,338,564 Lease liabilities 28,466 19,583 2,065 50,114 CCP clearing member liabilities 166,858,684 — — 166,858,684 2021 Trade and other payables 439,856 — — 439,856 Other current financial liabilities — — — — Borrowings 27,688 1,205,750 2,132,813 3,366,251 Lease liabilities 20,993 44,634 6,058 71,685 CCP clearing member liabilities 137,732,403 — — 137,732,403 Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 211 Currency Risk The Group’s net assets are exposed to the foreign currency risk arising from the translation of assets and liabilities of subsidiaries with functional currencies other than the Euro. The following table summarises the assets and liabilities recorded in GBP functional currency and the related impact of a 10% in/decrease in the currency exchange rate on balance sheet as of 31 December 2022 and 2021: In thousands 2022 2021 Assets £71,760 £85,603 Liabilities £(12,465) £(11,243) Net currency position £59,295 £74,360 Net currency position after hedge £59,295 £74,360 Absolute impact on equity of 10% in /decrease in the currency exchange rate €6,697 €8,838 The following table summarises the assets and liabilities recorded in USD functional currency and the related impact of a 10% in/decrease in the currency exchange rate on balance sheet as of 31 December 2022 and 2021: In thousands 2022 2021 Assets $203,405 $194,921 Liabilities $(11,231) $(9,506) Net currency position $192,174 $185,415 Absolute impact on equity of 10% in /decrease in the currency exchange rate €17,952 €16,307 The following table summarises the assets and liabilities recorded in NOK functional currency and the related impact of a 10% in/decrease in the currency exchange rate on balance sheet as of 31 December 2022 and 2021: In thousands 2022 2021 Assets kr10,753,715 kr11,920,093 Liabilities kr(2,493,787) kr(3,599,549) Net currency position kr8,259,928 kr8,320,544 Absolute impact on equity of 10% in /decrease in the currency exchange rate €78,670 €83,003 Most operating revenue and expenses in the various subsidiaries of the Group are denominated in the functional currency of each relevant subsidiary. The Group’s consolidated income statement is exposed to foreign currency risk arising from receivables and payables denominated in currencies different from the functional currency of the related entity. Credit Risk The Group is exposed to credit risk in the event of a counterparty’s default. The Group is exposed to credit risk from its operating activities (primarily trade receivables), from its financing activities and from the investment of its cash and cash equivalents and short-term financial investments. The Group limits its exposure to credit risk by rigorously selecting the counterparties with which it executes agreements. Most customers of the Group are leading financial institutions that are highly rated. Investments of cash and cash equivalents in bank current accounts and money market instruments, such as short- term fixed and floating rate interest deposits, are governed by rules aimed at reducing credit risk: maturity of deposits strictly depends on credit ratings, counterparties’ credit ratings are permanently monitored and individual counterparty limits are reviewed on a regular basis. In addition to the intrinsic creditworthiness of counterparties, the Group’s policies also prescribe the diversification of counterparties (banks, financial institutions, funds) so as to avoid a concentration of risk. Derivatives are negotiated with leading high-grade banks. The Group’s trade and contract receivables, and other debt financial assets at amortised cost and FVOCI are exposed to credit risk. The maximum exposure to credit risk at the reporting date is the carrying value of each class of these financial assets. The Group evaluates the concentration of credit risk with respect to trade and contract receivables as low, as most of its customers are leading financial institutions that are highly rated. The other debt financial assets comprises i) debt investments at amortised cost, which include short-term deposits with a maturity over three months and ii) debt investments at FVOCI, which include investments in listed bonds and government bonds. All of the entity’s other debt financial assets at amortised cost and FVOCI are considered to have low credit risk, as the issuers of the instruments have a low risk of default evidenced by their strong capacity to meet their contractual cash flow obligations in the near term. Credit risk - CCP clearing business In its role as CCP clearer to financial market participants, the Group’s CCP guarantees final settlement of transactions acting as buyer towards each seller and as seller towards each buyer. It manages substantial credit risks as part of its operations including unmatched risk positions that might arise from the default of a party to a cleared transaction. Clearing membership selection is based upon supervisory capital, technical and organisational criteria. Each member must pay margins, computed and collected at least daily, to cover the exposures and theoretical costs which the CCP might incur in order to close out open positions in the event of the member’s default. Margins are calculated using 7 Operating and Financial Review 212 2022 UNIVERSAL REGISTRATION DOCUMENT established and internationally acknowledged risk models and are debited from participants’ accounts through central bank accounts and via commercial bank payment systems. Minimum levels of cash collateral are required. Non-cash collateral is revalued daily but the members retain title of the asset and the Group only has a claim on these assets in the event of a default by the member. Clearing members also contribute to default funds managed by the CCP to guarantee the integrity of the markets in the event of multiple defaults in extreme market circumstances. Amounts are determined on the basis of the results of periodic stress testing examined by the risk committees of the CCP. Furthermore, the Group’s CCP reinforces its capital position to meet the most stringent relevant regulatory requirements applicable to it, including holding a minimum amount of dedicated own resources to further underpin the protective credit risk framework in the event of a significant market stress event or participant failure. An analysis of the aggregate clearing member contributions of margin and default funds across the CCP is shown below: In thousands of euros 31 December 2022 31 December 2021 Total collateral pledged Margin received in cash 17,777,769 12,148,577 Margin received by title transfer 625,779 798,186 Default fund total 5,909,844 6,910,839 Total on balance sheet collateral (a) 24,313,392 19,857,602 Total member collateral pledged 24,313,392 19,857,602 (a)The counterbalance of the total on balance sheet collateral is included in the line 'other payables to clearing members' in the table at Note 35.1 of the Consolidated Financial Statements as included in section 8. Investment counterparty risk for CCP margin and default funds is managed by investing the cash element in instruments or structures deemed ‘secure’, including through direct investments in highly rated, ‘regulatory qualifying’ sovereign bonds and supra-national debt, investments in tri-party and bilateral reverse repos (receiving high-quality government securities as collateral) in certain jurisdictions and deposits with the central bank. The small proportion of cash that is invested unsecured is placed for short durations with highly rated counterparties where strict limits are applied with respect to credit quality, concentration and tenor. In thousands of euros 31 December 2022 31 December 2021 Investment portfolio 1,753,811 4,460,408 CCP other financial assets (a) 1,753,811 4,460,408 Clearing member cash equivalents - short term deposits 10,011 175,378 Clearing member cash - central bank deposits 13,601,918 10,479,680 Clearing member cash - other banks 1,800 10,118 Total clearing member cash (b) 13,613,729 10,665,176 (a) The CCP other financial assets are included in the line 'Debt instruments at fair value through other comprehensive income' in the table at Note 35.1 of the Consolidated Financial Statements as included in section 8. (b) The total clearing member cash is included in the line 'Cash and cash equivalents of clearing members'' in the table at Note 35.1 of the Consolidated Financial Statements as included in section 8. Distress can result from the risk that certain governments may be unable or find it difficult to service their debts. This could have adverse effects, particularly on the Group’s CCP, potentially impacting cleared products, margin collateral, investments, the clearing membership and the financial industry as a whole. Specific risk frameworks manage country risk for both fixed income clearing and margin collateral and all clearing members’ portfolios are monitored regularly against a suite of sovereign stress scenarios. Investment limits and counterparty and clearing membership monitoring are sensitive to changes in ratings and other financial market indicators, to ensure the Group’s CCP is able to measure, monitor and mitigate exposures to sovereign risk and respond quickly to anticipated changes. Risk Committees maintain an ongoing watch over these risks and the associated policy frameworks to protect the Group against potentially severe volatility in the sovereign debt markets. The Group’s sovereign exposures at the end of the financial reporting period were: In thousands of euros 31 December 2022 31 December 2021 Sovereign investments Italy 392,962 2,124,637 Spain 609,319 976,955 EU Central (a) 144,737 684,495 Portugal 389,740 677,301 France 166,099 118,289 Germany 14,950 53,789 Ireland — — Netherlands 16,112 320 Belgium 29,903 — Total for all countries (b) 1,763,822 4,635,786 (a)'EU Central' consists of supra-national debt. Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 213 (b)The total sovereign investments include the investment portfolio of CCP clearing business assets as disclosed in the line 'Debt instruments at fair value through other comprehensive income' in the table at Note 35.1 of the Consolidated Financial Statements as included in section 8. 7.1.15Significant Accounting Policies Euronext Consolidated Financial Statements included in this Universal Registration Document have been prepared and presented in accordance with International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB) and adopted by the European Union. See also Note 3 of the Consolidated Financial Statements, on ‘Significant accounting policies and judgements’. 7.1.16Critical Accounting Estimates and Judgments In the application of the Group’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. All assumptions, expectations and forecasts used as a basis for certain estimates within Euronext Financial Statements represent good faith assessments of its future performance for which Euronext management believes there is a reasonable basis. These estimates and assumptions represent Euronext’s view at the times they are made, and only then. They involve risks, uncertainties and other factors that could cause Euronext actual future results, performance and achievements to differ materially from those estimated or forecasted. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. The estimates and assumptions that may have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below. Euronext has discussed the development and selection of these critical accounting policies and estimates with its independent auditors. Significant judgments made in the preparation of the Consolidated Financial Statements include the following: Impairment of Goodwill Goodwill represents the excess of the consideration transferred in a business combination over the Group’s share in the fair value of the net identifiable assets and liabilities of the acquired business at the date of acquisition. Goodwill is not amortised but is tested at least annually for impairment, or whenever an event or change in circumstances indicate a potential impairment. For the purpose of impairment testing, goodwill arising in a business combination is allocated to the cash-generating units (CGUs) or groups of CGUs that are expected to benefit from the synergies of the combination. Each CGU or CGU Group to which goodwill is allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purposes. The carrying value of a CGU Group is compared to its recoverable amount, which is the higher of its value in use and its fair value less costs of disposal. Impairment losses on goodwill are not subsequently reversed. Value in use is derived from the discounted future free cash flows20 of the CGU Group. Fair value less costs of disposal is based on discounted cash flows and market multiples applied to forecasted earnings. Cash flow projections are based on budget and business plan approved by management and covering a 2-year period in total. Cash flows beyond the business plan period are extrapolated using a perpetual growth rate. Key assumptions used in goodwill impairment test are described in Note 18 of the Consolidated Financial Statements. Income Taxes Due to the inherent complexities arising from the nature of the Group’s business, from conducting business and being taxed in a substantial number of jurisdictions, significant judgments and estimates are required to be made for income taxes. The Group computes income tax expense for each of the jurisdictions in which it operates. However, actual amounts of income tax due only become final upon filing and acceptance of the tax return by relevant authorities, which may not occur for several years subsequent to issuance of the Consolidated Financial Statements. The estimation of income taxes also includes evaluating the recoverability of deferred income tax assets based on an assessment of the ability to use the underlying future tax deductions against future taxable income before they expire. This assessment is based upon existing tax laws and estimates of future taxable income. To the extent estimates differ from the final tax return, earnings may be affected in a subsequent period. The Group operates in various countries with local tax regulations. New tax legislation being issued in certain territories as well as transactions that the Group enters into regularly result in potential tax exposures. The calculation of Euronext’s tax liabilities involves uncertainties in the application of complex tax laws. Euronext’s estimate for the potential outcome of any uncertain tax position is highly judgmental. However, Euronext believes that it has adequately provided for uncertain tax positions. Settlement of these uncertainties in a manner inconsistent with Euronext’s expectations could have a material impact on its results of operations, financial condition and cash flows. The Group recognises a liability for uncertain tax positions when it is not probable that a taxation authority will accept an uncertain tax treatment. Fair Value of Equity Investments The Group holds investments in unlisted equity securities which are carried at fair value in the balance sheet. The valuation methodology and critical assumptions are described in Note 20 of the Consolidated Financial Statements. Classification of investments in associates The Group classifies the interest in LCH SA as an investment in associate suggesting significant influence even though it owns less than 20% of the voting rights (see Note 7 of the Consolidated Financial Statements). The Group concludes it has significant influence over this 7 Operating and Financial Review 214 2022 UNIVERSAL REGISTRATION DOCUMENT 20 As defined in section 5.2 - Other Financial information investment, which is derived from the governance structure that was put in place and the Group’s position as the largest customer and sole minority shareholder of LCH SA. Contingent consideration and buy options resulting from business combinations The Group may structure its business combinations in a way that leads to recognition of contingent consideration to selling shareholders and/or buy options for equity held by non-controlling interests. Contingent consideration and buy options are recognised at fair value on acquisition date. When the contingent consideration or buy option meets the definition of a financial liability or financial instrument, it is subsequently re-measured to fair value at each reporting date. The determination of fair value is based on the expected level of EBITDA -as defined in the Share Purchase Agreements of the acquired companies involved- over the last 12 months that precede the contractual date (in case of contingent consideration) or exercise date of the underlying call- and put options (in case of buy option). The Group monitors the expected EBITDA -as defined in the Share Purchase Agreements of the acquired companies involved- based on updated forecast information from the acquired companies involved. Purchase price allocation The cost of other intangible assets that are acquired in the course of business combinations, corresponds to their acquisition date fair values. Depending on the nature of the intangible asset, fair value is determined by application of: ▪market approach (by reference to comparable transactions); ▪income approach (Relief-from-Royalty- or Multi- period Excess Earnings Method; ▪cost approach. Assets with a finite useful life are amortised using the straight-line method over their expected useful life. Assets with an indefinite useful life are tested for impairment at least once a year. Revenue from contracts with customers The Group applied the following judgments that significantly affect the determination of the amount and timing of revenue from contracts with customers: (i)Identifying performance obligations and determining the timing of revenue recognition of Listing admission fees The Group provides services related to the initial (and subsequent) listing of securities on its markets and hereto directly related corporate action services, and ongoing services related to the continuous listing. The Group determined that the admission services around initial (and subsequent) admission and its directly related corporate action services do not transfer a good or service to the customer, but are considered activities that the Group needs to undertake to enable the customer to be listed. The Group concluded that these activities should be combined with the ongoing listing services and should be used as inputs to produce the combined output, which is the service of being listed. As the service of being listed is satisfied over a period of time, as the customer simultaneously receives and consumes the benefits from the service, the related revenues are therefore recognised over a period of time. The Group determined that the period of time that best reflects the satisfaction of listing admission services is the period over which the customer actually benefits from the admission. An average lifetime of companies being listed on Euronext markets would serve as best proxy for the period that a listing customer benefits from an admission. Specific local market characteristics can result and would justify differences in amortisation terms. Based on historic evidence, the Group has defined the following average lifetimes for the relevant groupings of listed securities: ▪Equity admissions: 5-12 years ▪Bond- and fund admissions: 3 years ▪Equity subsequent admissions (follow-on’s): 3 years Revenue from the listing admission services is therefore recognised over those periods of time. (ii)Cost to obtain or fulfil a contract related to listing admission services The Group has considered the type of cost that is directly associated to a listing contract and that can be separately identifiable. Such cost would typically concern staff cost incurred by the Listings team involved in admission- and subsequent listing of an issuer. There is no correlation between number of listings and staff cost associated to the Listings team. The majority of the cost to obtain and fulfil the contract is incurred in the period before the actual admission. The remaining cost associated to an admission and subsequent listing that is recorded post-admission, and its impact on the Group’s income statement, would be marginal, therefore the Group has decided not to capitalise cost incurred to obtain- or fulfil listing contracts. (iii)Principal versus agent considerations On 14 October 2013, the Group entered into a clearing agreement with LCH SA in respect of the clearing of trades on our continental Europe derivatives markets (the “Derivatives Clearing Agreement”). Under the terms of this Derivatives Clearing Agreement Euronext agreed with LCH SA to share revenues and receives clearing fee revenues based on the number of trades on these markets cleared through LCH SA. In exchange for that, we have agreed to pay LCH SA a fixed fee plus a variable fee based on revenues. The definition of the accounting treatment of this agreement requires significant management judgment for the valuation and weighting of the indicators leading the principal versus agent accounting analysis. Based on all facts and circumstances around this arrangement, management has concluded that Euronext is ‘principal’ in providing Derivatives clearing services to its trading members. Therefore Euronext recognises (i) the clearing fees received are classified as post trade revenues, and (ii) the fixed and variable fees paid to LCH SA as other operational expenses. Provision for expected credit losses of trade and contract receivables The Group uses a provision matrix to calculate ECLs for trade and contract receivables. To measure expected credit losses, trade and contract receivables have been grouped based on shared credit risk characteristics and the days past due. The historical loss rates are based on the payment Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 215 profiles of the sales over a period of 24 months before reporting date and the corresponding historical credit losses experience within this period. The historical loss rates are adjusted to reflect current and forward-looking factors specific to the debtors and economic environment. The provision matrix is initially based on the Group’s historical observed default rates. The Group will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed. The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future. The information about the ECLs on the Group’s trade and contract receivables is disclosed in note 37.4 of the Consolidated Financial Statements included in this Registration Document. Determining the lease term of contract with extension and termination options In determining the lease term, management assesses the period for which the contract is enforceable. It considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). If the Group concludes that the contract is enforceable beyond the notice period of a cancellable lease (or the initial period of a renewable lease), it then need to assess whether the Group is reasonably certain not to exercise the option to terminate the lease. However in general, the Group’s lease portfolio contains very limited leases that include renewal -or termination options. Estimating the incremental borrowing rate (IBR) The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group ‘would have to pay’, which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Group estimates the IBR using the observable inputs (such as market interest rates) when available and makes certain entity-specific estimates if needed. 7.2Material Contracts and Related Party Transactions 7.2.1Material contracts The major contracts for Euronext, entered into the ordinary course of business, but essential for its activity as holding a regulated markets operators and CSDs and investment firms, are: ■the Derivatives Clearing Agreements with LCH SA for the clearing of trades executed on Euronext derivatives markets; ■the Cash Clearing Agreements with LCH SA for the clearing of trades executed on Euronext cash markets; ■The post-trade services agreements with CBOE Clear Europe for the clearing of trades executed on Euronext cash markets under the open access model; ■the clearing agreement signed with SIX X-Clear for the clearing of trades executed on Oslo Børs cash market; ■the clearing agreements signed with CBOE Clear Europe for the clearing of trades executed on Oslo Børs cash market; ■the clearing agreements signed with LCH Ltd for the clearing of trades executed on Oslo Børs cash market; ■the clearing agreements signed with NASDAQ Clearing for the clearing of trades executed on Fish Pool; ■the clearing agreements signed between MTS and LCH SA; ■the agreement related to the interoperability link between Euronext Clearing (CC&G) and LCH SA: Service agreement for Allied Clearing House of the LCH Clearnet SA System; ■the Data Centre Services agreement signed with ICE; ■the Master Services agreement signed with Aruba S.p.A., a company operating in data centre services; ■the Cloud Enterprise agreement signed with Amazon Web Services; ■the Disaster Recovery Enterprise agreement signed with Equinix; ■the SOC Enterprise agreement signed with Cap Gemini; ■the CSD mainframe Enterprise agreements signed with IBM; ■the IT Outsourced agreement signed with Nexi for the custody services provided to Euronext Securities Milan; ■the Trading Surveillance and Pre-Settlment Agreement between MTS S.p.A. and Nexi Payments S.p.A.; 7 Operating and Financial Review 216 2022 UNIVERSAL REGISTRATION DOCUMENT ■the agreement governing Mainframe outsourcing services and CO-location services for Distributed systems for Euronext Securities Oslo with Tietoevry Norway AS; ■the IT services agreement with Vermeg Solution SA for a Corporate Action solution for the CSDs; ■the Separation Framework Agreement with SSC Global Business Services (LSEG) for the provision of Millennium trading platform and related ancillary services to Borsa Italiana; ■the licence agreement with Bourse de Montreal for the licence of the Sola platform that support Borsa Italiana derivatives market. The Clearing Agreements are referred to in section 1.3.7 - Post Trade and section 7.1.5 - Key Factors Affecting Businesses and Results of Operations. 7.2.2Related party transactions Euronext has related party relationships with its associates and joint ventures, as disclosed in Note 36 of the Consolidated Financial Statements. The other related parties disclosure relates entirely to the key management of Euronext. For the transactions with its key management personnel, refer to section 4.4 - Remuneration Report of this Universal Registration Document. From the IPO on 20 June 2014, the transactions with ICE do not qualify as “related party transactions” under IAS 24. Nevertheless the agreements between Euronext and ICE were in force after the IPO. Some of them are long term agreements. Some of these services have been progressively terminated and replaced over the period 2014-2016. Over the year 2022, services received from or rendered to ICE include the use of Data centre service, Colocation, Connectivity, UTP and other intellectual property rights as well as ancillary services. As at 31 December 2022, the following agreements remain active ▪data Centre Services Agreement; ▪colocation Agreement; ▪connectivity Agreement; ▪UTP and Trading Technology Licence Deed; ▪intellectual Property Agreement; ▪Euronext Equity Index Trademark Licence Agreement. Data Centre Services Agreement ICE provides data centre services to Euronext from the Basildon site. Specifically, ICE houses the data centre equipment in the Data Centre and provides sub-services, such as power, access, physical security, environment, fire protection, connectivity, monitoring, support, remote hands, installation, receiving and warehouse space. The agreement will subsist for an initial term of five years, starting 1 April 2014, with automatic renewal for a further five-year period, unless notice of termination is provided by either party at least twelve months before expiry of the initial term but no earlier than 24 months before the end of the initial term. ICE will guarantee to continue providing the services for a further two-year period from the date on which notice of non-renewal is received. Accordingly, the minimum period for this service is five years. In the course of 2015, the agreement has been renegotiated, leading to, under certain conditions, a lower price structure, to come into effect on 1 January 2016. In December 2018, the contract has been renewed for a 5 years period, until April 2024, and adjusted on some specific clauses (e.g. exit clause, Data Protection) Colocation Agreement ICE provides co-location services directly to Euronext members on terms that are no worse than the terms on which ICE currently provides equivalent co-location services to its members. As the service is provided to members, there is no services agreement between ICE and Euronext but rather a commitment and payment of commission to Euronext by ICE for the right to provide the services. This agreement will remain in force for a period of five years, starting 1 April 2014, unless terminated earlier with mutual agreement. ICE will commit not to increase the pricing, nor reduce the service or performance levels of colocation for the initial two-year period to ensure that Euronext customers receive colocation services at an equal (or better) standard to that currently provided by Euronext without any adverse price impact. Euronext is free to build its own colocation facility after the end of this two-year period if it wishes to do so, and in that case ICE will have the right to terminate the agreement on six months’ notice. ICE pays to Euronext commission in respect of the fees received under the colocation contracts as follows: 35% of the colocation hosting fee; 35% of any Liquidity Centre Network (LCN) fees; and 100% of any subscription fees (for specific Euronext exchanges). In December 2018, the contract has been renewed for a 5 years period, until April 2024, and adjusted on some specific clauses (e.g. exit clause, Data Protection) Connectivity Agreement Euronext’s customers are connected to the SFTI® network either via an SFTI® managed connection, a direct connection, or a third-party connection. ICE provides application services, including logical connections to the relevant Euronext products between the subscriber and host infrastructure. ICE agrees to provide the SFTI® services to Euronext customers on terms (including pricing, service, and performance) that, in the aggregate, are no worse than the standard terms on which ICE provides equivalent connectivity services to its customers. This agreement will remain in force for five years, starting on 1 April 2014, unless terminated earlier with mutual agreement. This agreement contains substantially the same terms as the colocation agreement, including a general commitment not to raise fees or reduce services for two years. Euronext receives a commission based on 50% of the revenue earned from the access/subscription fees to Euronext markets via SFTI®. In December 2018, the contract has been renewed for a 5 years period, until April 2024, and adjusted on some specific clauses (e.g. exit clause, Data Protection) UTP and Trading Technology Licence Deed The intellectual property in the UTP and other trading technology, including core software and technology (“Core Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 217 Items”) and related support items (Support Items) that are currently being used for the continental Euronext market is licensed by ICE (through NYSE Arca, LLC) to Euronext (through one of its subsidiaries) for the operation of the Euronext trading platforms. Under the licence agreement, Euronext has been granted a perpetual, irrevocable, worldwide, non-exclusive, royalty- free and fully paid-up licence in respect of the use, modification and maintenance of the Core Items for any purpose and in respect of the use, modification and maintenance of the Support Items for the sole purpose of enabling the use of the Core Items. The licence includes any improvements or enhancements to the Core Items and the Support Items that are made before the IPO on 20 June 2014. Euronext owns improvements or enhancements that it makes or have made to the Core Items and the Support Items after the IPO, and Euronext and ICE are not obliged to share their respective improvements or enhancements after the IPO. Euronext may sub-licence its rights, including through multiple tiers of sub-licences. However, for a period of two years from the IPO, neither Euronext nor ICE is entitled to permit a defined list of exchange operators or owners of registered swap execution facilities or their affiliates to use UTP (though this will not affect any licences that were already in place as at 13 November 2013). The restricted list includes any of Nasdaq OMX, CME Group, Inc., BM&F Bovespa, London Stock Exchange Group Plc, Singapore Exchange Limited, Hong Kong Stock Exchange, Deutsche Börse Group, BATS Global Markets, Inc., Direct Edge, or Chi-X Global Holdings LLC; any person that acquires all or substantially all of the business of any of these entities; any person that at the time of the assignment or licence operates a registered swap execution facility; and any affiliate of any such persons. This restriction terminated in June 2016. There are no circumstances in which the licence may be terminated by ICE. Except where there is a breach of warranty by the indemnified parties, Euronext will indemnify NYSE Arca and its affiliates within ICE for all liability incurred under a third- party claim in connection with use of the UTP by Euronext or any of its sub-licensees after the IPO. In the event of any infringement of the licensed rights, ICE will have the right to determine what enforcement action to take. ICE will offer Euronext the right to participate in any action it takes. If ICE does not take any enforcement action, Euronext will have the sole right to determine what enforcement action to take. If Euronext or any sub-licensee of Euronext is sued for infringement, ICE will provide all such information and assistance as Euronext may reasonably require. Intellectual Property Agreement Under this agreement, Euronext is granted a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully paid-up licence to use and sub-license the name “Euronext UTP” in connection with its use of the UTP technology. The licence is not supported by any warranties from ICE. There are no circumstances in which the licence may be terminated by ICE. To the extent that ICE wishes to use the name “UTP” in connection with its version of the UTP technology, ICE has agreed that it will use the name “NYSE UTP”. Also under this agreement, Euronext and ICE have permitted each other’s groups to have until 1 June 2015 to cease current uses of each other’s trademarks. From that date onwards, Euronext and ICE have ceased using each other’s trademarks. Euronext Equity Index Trademark Licence Agreement Under the licence agreement, LIFFE is granted a worldwide and non-exclusive licence in relation to the trademarks and associated logos for the indices generated by the Euronext Regulated Markets. The licence permits the use of these trademarks and associated logos in connection with the marketing, listing and trading of any tradable contract. However, until 1 January 2016, the licensed use is limited to LIFFE’s current tradable contracts for listings on Bclear and only in respect of equity indices for AEX®, BEL 20®, CAC 40®, and PSI®. This limitation will terminate early in case a third-party infrastructure provider acquires control of any Euronext company, or is granted a licence by Euronext company to use any of the trademarks for any of the indices generated by the Euronext Regulated Markets. Subject to appropriate limitations, LIFFE may sub-license the rights to ICE. For its use of the licensed trademarks and associated logos, LIFFE pays the greater of (i) €0.05 per traded contract and (ii) 15% of the exchange and clearing fees on the traded contracts. LIFFE will indemnify Euronext and its affiliates for all liability incurred under a third-party claim in connection with ICE’s use of the licensed trademarks, other than where the third-party claim is for trademark infringement. The licence agreement recognises that the parties may need to renegotiate the terms where Euronext is required, by a change in the law, to grant licences at market rates and on a non-discriminatory basis albeit such renegotiation shall take due account for the fact that ICE has already provided value for the use of the equity indices as part of the acquisition of NYSE Euronext by ICE. Also, in connection with the separation of Euronext from ICE, Euronext and ICE entered into a series of transitional services agreements (SLAs). There were some ancillary services provided by ICE to Euronext (“ICE Ancillary Services”) and ancillary services provided by Euronext to ICE (Euronext Ancillary). Crossfinder licence agreement FastMatch’s operating system for its matching engine is based on the Crossfinder(R) software licensed by FastMatch from Credit Suisse pursuant to a perpetual licence. The licence granted by Credit Suisse is limited in scope to use by FastMatch in its operations as an electronic exchange for the trading of foreign exchange. Pursuant to that licence, FastMatch has exclusive and unrestricted ownership of all modifications made to the Crossfinder code by FastMatch, as well as to any software developed by FastMatch independently. 7 Operating and Financial Review 218 2022 UNIVERSAL REGISTRATION DOCUMENT 7.3Legal Proceedings The Group is involved in a number of legal proceedings that have arisen in the ordinary course of its business. Other than as discussed below in section 7.3.1, there are no governmental, legal or arbitration proceeding that might have or have had in the recent past significant effects on the Group's financial position or profitability. Management does not expect these pending or threatening legal proceedings to have a significant effect on the Group’s financial position or profitability. The outcome of legal proceedings, however, can be extremely difficult to predict and the final outcome may be materially different from management’s expectations. 7.3.1Euronext Amsterdam pension fund In the court case between Euronext Amsterdam and approximately 120 retired and/or former Euronext Amsterdam employees, united in an association ("VPGE"), the Higher Court ordered Euronext to restore the pension reduction to the VPGE members and to pay for indexation of the VPGE member’s pensions on 28 July 2020. Euronext lodged an appeal in Cassation before the Supreme Court on 23 October 2020. On 29 October 2021, the Attorney General ("Advocaat- Generaal") advised the Supreme Court to annul the decision of the Higher Court and to reject the cross-appeal filed by VPGE. On 23 September 2022, the Supreme Court has overturned the verdict of the Higher Court. The Supreme Court agreed with Euronext’s position on all points raised. In accordance with Dutch procedural rules, the case will now be reverted back to the Higher Court that has to take the final decision, taking into account the verdict of the Supreme Court. The date of this hearing has not yet been announced. No provision has been booked in connection with this case. 7.4Insurance Euronext maintains a comprehensive insurance programme with the assistance of an insurance broker allowing Euronext to make an assessment of its risks, take out the proper insurance policies and deal with insurance management as smoothly as possible. The main characteristics of the insurance programme are the following: ■the main insurance policies are consolidated at the Euronext group level in order to ensure consistency of coverage across the Euronext group and to benefit from lower premiums; ■the scope of risks covered is determined by reference to Euronext’s activities (listing, trading, market data, post-trade and technologies & other); and ■all insurance carriers are analysed from a credit rating perspective. The main risks covered by Euronext’s insurance programme are the following: ■directors’ & officers’ liability: this policy covers losses related to an alleged wrongful Act committed by members of Euronext Managing Board, Euronext Supervisory Board and other senior management. Under this policy, any of Euronext past, present or future directors or officers will be insured against liability for negligence, default or breach of duty or other liability, other than cases of wilful misconduct or gross negligence (opzet of grove nalatigheid); ■professional indemnity & crime: this policy provides first party coverage and indemnification against third-party claims arising out of negligence, errors or omissions in connection with professional services or failure to meet contractual obligations in the conduct of exchange activities and exchange related activities. This policy also covers first party losses resulting directly from dishonest or fraudulent acts committed by Euronext employees or third parties working with Euronext employees; ■cyber: this policy provides coverage for an Euronext’s business interruption following malicious action on an IT system. Coverage is provided for claims arising from the interruption of systems or other failures of IT Security caused by damage to computer programs or data that results from a computer attack or unauthorised access or use of system. This policy also covers claims for the failure to protect personality identifiable information or unauthorised disclosure of confidential corporate information in any form; ■property damage & business interruption: this policy provides first party coverage for losses to Euronext’s property or business interruption. The coverage includes tenant’s liability and liability to third parties; ■terrorism; and ■commercial general liability: this policy provides coverage for negligent acts and/or omissions resulting in bodily injury, property damage, consequential losses and pure financial losses to third parties, their reputation, or their property as a result of using Euronext products and services. In addition to the insurance program, risk management and business continuity plan policy and procedures are implemented in a complementary manner. Euronext believes that its existing insurance coverage, including the amounts of coverage and the conditions, provides reasonable protection, taking into account the costs for the Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 219 insurance coverage and the potential risks to business operations. As from closing date of the Borsa Italiana Group transaction, Borsa Italiana Group has been fully integrated into the global Euronext Insurance programme. 7.5Liquidity and Capital Resources 7.5.1Liquidity Euronext’s financial policy seeks to finance the growth of the business, remunerate shareholders and ensure financial flexibility, while maintaining strong creditworthiness and liquidity. Euronext primary sources of liquidity are cash flows from operating activities, current assets and existing bank facilities. Euronext‘s principal liquidity requirements are for working capital, capital expenditures and general corporate use. Euronext business is highly dependent upon the levels of activity in its exchanges, and in particular upon the volume of financial instruments traded, the number of shares outstanding of listed issuers, the number of new listings, the number of traders in the market and similar factors. Euronext has no direct control over these activities, which have historically resulted in volatility. While Euronext activities are not subject to significant seasonal trends, cash flows vary from month to month due to Euronext billing and collection efforts (most notably the annual billings for listed companies during the first quarter). Euronext business has historically generated significant cash flow from operating activities to meet its cash requirements as well as to distribute dividends to its shareholders. Euronext expects future cash flow from operating activities to be sufficient to fund its capital expenditures, distribute dividends as well as repay its debts as they become due. In addition, Euronext has access to a €600 million revolving credit facility (see section 7.1.11 - Facilities Agreements and Bonds). More information on Euronext’s cash flows is provided in section 7.1.10 - Cash Flow. Because of its strict financial policy of maintaining strong creditworthiness and liquidity, and its significant operating cash flow generation capacities, Euronext N.V. considers its financial position as at 31 December 2022 as solid, both from a solvency and a liquidity perspective. The financial resources ultimo 2022 can be summarised as follows: In thousands of euros Financial resources Cash & cash equivalents 1,001,082 Revolving credit facility 600,000 TOTAL FINANCIAL RESOURCES 1,601,082 7.5.2Consolidated Regulatory Capital Requirements Euronext N.V. is subject to regulatory capital requirements. These requirements were first set out in the exchange licence that was issued by the Dutch Minister of Finance in June 2014. Following discussion with the Dutch Minister of Finance in 2015 and 2016 a new exchange licence was granted on 23rd of May 2016, including new capital requirements for both Euronext consolidated and Euronext Amsterdam N.V. As from 23 May 2016 the following capital requirements apply to Euronext. Euronext N.V. is subject to minimum regulatory capital requirements defined by the Minister of Finance and the AFM, under which Euronext is required: ■to ensure that its shareholders equity, liquidity and solvency satisfy what is required with a view to the interests which the Dutch Act on Financial Supervision (Wet op het financieel toezicht –Wft) aims to protect; ■Euronext shall have a minimum shareholders equity on a consolidated basis of at least €250 million; ■Euronext shall take care of a stable financing. To that end, the total of long term assets of Euronext will to the satisfaction of the AFM be financed with shareholders equity and long term liabilities; ■Euronext shall have a positive regulatory capital on a consolidated basis. The regulatory capital is calculated according to the following formula: the paid up share capital plus the freely available reserves, less the items listed in section 36 of Regulation (EU) no. 575/2013. The standards drawn up by the European Banking Authority as referred to in section 36, second paragraph, of the Capital Requirements Regulation are taken into account in relation hereto; ■in deviation of the calculation set out in bullet point 4 of the regulatory capital, the value of the intangible fixed assets in connection with the acquiring of a controlling influence through an acquisition will be deducted in ten equal amounts from the regulatory capital, starting in the year that the acquisition has taken place (the year of acquisition pro rata for the number of months). If the value of the intangible assets is higher than factor ten times the most recent profits of the acquired business, the grow-in term can after approval from the AFM be based on a higher, reasonable factor (= grow-in term), taking into account a prudent and consistent dividend policy proposed by Euronext. If the grow-in term and the related dividend policy provide for a negative regulatory capital for a limited number of years of the grow-in term, than this fact will not prevent the 7 Operating and Financial Review 220 2022 UNIVERSAL REGISTRATION DOCUMENT execution of the consistent and prudent dividend policy of Euronext in those years; ■if Euronext foresees or reasonably can foresee that its shareholders equity or regulatory capital does not satisfy or will not satisfy the prescribed prudential requirements, it will notify the AFM thereof immediately. If at any moment Euronext does not comply with the prescribed requirements with respect to the minimum shareholders equity, the regulatory capital or the grow-in of the regulatory capital is behind the grow-in term as determined on beforehand, Euronext will provide the AFM with a prognosis of how it expects to again comply with the prescribed prudential requirements. Dividend distributions will be possible in such a situation, unless the AFM is of the opinion that the future development of the shareholders equity or the regulatory capital of Euronext do not allow for this. If necessary, the AFM can prescribe within which term and in which manner Euronext will need to comply with the prudential requirements. In addition, Euronext is required to obtain the prior approval of the AFM in the following circumstances: ■the granting of personal and in rem security for debts of other enterprises or the assumption of debts and security by Euronext, to the extent this is or can be of influence on the functioning of the regulated markets held by Euronext or possibly can result in Euronext or one or more of its regulated subsidiaries no longer satisfying the prescribed prudential requirements; ■to the extent there is a reorganisation, operational or legal separations of the licence holders or merger which can be of material influence of the functioning of the regulated markets in the Netherlands operated by the license holders; ■proposed resolutions of Euronext which can be of significant influence on the financial soundness of Euronext. Euronext is also required to ensure that, in the event of a possible insolvency of Euronext N.V., the local exchanges can continue to function operationally. The AFM may impose further requirements with respect to the shareholders equity position, liquidity and solvency of Euronext, to the extent necessary for the compliance with the requirements of the regulated markets. In addition, each of the Group’s subsidiaries that is an operator of a regulated market and subsidiaries that are investment firms are subject to regulatory capital requirements relating to their general financial soundness, which include certain minimum capital requirements. As of 31 December 2022, Euronext shareholders equity and regulatory equity was the following: In thousands of euros 31 Dec 2022 31 Dec 2021 Shareholders equity 3,913,967 3,647,586 Less Intangible assets and deferred tax 1,187,392 809,970 Investments in financial sector 319,914 274,128 Non-significant threshold (272,658) (283,762) REGULATORY EQUITY 2,679,319 2,847,250 7.6Tangible Fixed Assets The main tangible fixed assets of the Group consist of the following categories: ■land & buildings; ■hardware & IT equipment; ■other Property & Equipment. 7.6.1Principal properties Euronext’s headquarters are located in Amsterdam, the Netherlands at Beursplein 5, and in Paris, France, at La Défense (92054), 14 Place des Reflets. Euronext’s registered office is located at Beursplein 5, 1012 JW Amsterdam, the Netherlands. Real estate Euronext – per 31 December 2021 Location / Building Address ZIP City Country Lease commence Lease expiry Surfaces (sqm) Owned / Leased Amsterdam, BEURSPLEIN 5 5 Beursplein 1012 JW Amsterdam Netherlands N/A N/A 14,450 Owned London 110 Cannon Street EC4N6EU London UK 2017 2024 1,085 Leased Brussels / LE MARQUIS 1 rue de Marquis 1000 Brussels Belgium 2014 2030 860 Leased Lisbon / VICTORIA- Seuros vida 196-7 Avenida da Liberdade 1250-147 Lisbon Portugal 2018 2023 554 Leased Porto / Euronext Securities / Euronext Technologies 3433 Avenida da Boavista 410-138 Porto Portugal 2016 2026 3,448 Leased Operating and Financial Review 2022 UNIVERSAL REGISTRATION DOCUMENT 221 Paris / PRAETORIUM 14 place des Reflets 92054 Paris Cedex France 2015 2024 10,339 Leased SCI Frepillon 7 Rue Louis Bleriot 93350 Frepillon France 2022 2025 282 Leased CCI Nantes 6 rue Bisson 44000 Nantes France 2020 2025 15 Leased SCI Lyon 52 Rue de la Republique 69002 Lyon France 2022 2025 58 Leased Regus Marseille 165 Avenue du Prado 13008 Marseille Cedex France 2019 2023 13 Leased Espagne / REGUS / Cuzco IV 141 Paseo de Castellana – 5 floor 28046 Madrid Spain 2017 2022 12 Leased New York 180 Maiden Lane NY10038 New York USA 2016 2026 854 Leased Bengalore/ Obeya 17 Cross Road, AJ Forte 560102IN Bengalore India 2022 2024 308 Leased Dublin Exchange building Foster Place 2 Dublin Ireland N/A N/A 1,525 Owned Stock Exchange Anglesea Street Dublin Ireland N/A N/A 1,330 Owned Oslo Børs Tollbugata 2 Oslo Norway N/A N/A 3,004 Owned Fishpool Bergen Fantoftvegen 38 Bergen Norway 2019 2023 140 Leased Euronext Securities Copenhagen Nicolai Eightveds Gade 8 Copenhagen Denmark 2022 2028 3,097 Leased Palazzo Mezzanotte 6 Piazza Affari Milan Italy 2018 2023 12,305 Leased Gatelab Viale dei Pentrei Isernia Italy 2018 2024 440 Leased Euronext Clearing/ MTS 146 Via Tomacelli Rome Italy 2019 2025 1,636 Leased IBABS De Factorij 33 Zwaag Netherlands 2016 2022 292 Leased Company Webcast Rivium Boulevard 176 Rotterdam Netherlands 2014 2024 1,136 Leased Nordpool Oslo Lilleakerveien 2 AS Oslo Norway N/A 2024 2,024 Leased Nordpool Stockholm Västra Järvägsgatan 111 Stockholm Sweden 2019 2023 45 Leased Nordpool Helsinki Keilasatama 2150 Helsinki Finland 2022 2027 693 Leased Singapore 7 Straits View Singapore Singapore 2019 2023 27 Leased Dehli / We Work Udyhog Vihar Pahse 4R Gurugram India 2022 2023 18 Leased Netherlands/ Company Webcast Strawinskylaan 47 1077XW Amsterdam Netherlands 2018 2023 97 Leased Netherlands/ Company Webcast Zeestraat 82 2518AD The Hague Netherlands 2021 2023 98 Leased London/ Company Webcast 16-18 Finsbury Circus EC2M7FEB London United Kingdom 2021 2031 156 Leased Brusels/ Company Webcast 1, rue du marquis 1000 Brussels Belgium 2017 2023 96 Leased Paris/ Company Webcast 8, place de l'Opéra 75009 Paris CEDEX France 2020 2029 112 Leased Italy/ Company Webcast 20, Via Agnello 20121 Milan Italy 2022 2026 165 Leased Germany/ Company Webcast Bockenheimer Landstrasse 23 60323 Frankfurt am Main Germany 2022 2029 219 Leased 7 Operating and Financial Review 222 2022 UNIVERSAL REGISTRATION DOCUMENT This page has been intentionally left blank Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 223 8 8.1 Consolidate Statement of 8.4 Consolidated Statement of Profit or Loss Cash Flows 8.2 Consolidate Statement of 8.5 Consolidated of Statement of Comprehensive Income Changes in Equity 8.3 Consolidated Balance Sheet Notes to the Consolidated Financial Statements 8 Financial Statements 224 2022 UNIVERSAL REGISTRATION DOCUMENT 8FINANCIAL STATEMENTS 8.1Consolidated Statement of Profit or Loss Year ended Year ended 31 December 2022 31 December 2021 (re-presented (a)) In thousands of euros (except per share data) Note Underlying items Non- Underlying items (b) Total Underlying items Non- Underlying items (b) Total Revenue 8 1,418,774 — 1,418,774 1,253,523 — 1,253,523 Net treasury income through CCP business 8 44,038 (48,951) (4,913) 35,432 — 35,432 Other income 8 4,949 — 4,949 9,700 — 9,700 Total revenue and income 1,467,761 (48,951) 1,418,810 1,298,655 — 1,298,655 Salaries and employee benefits 9 (301,059) (5,958) (307,017) (275,800) (11,273) (287,073) Depreciation and amortisation 10 (68,829) (91,362) (160,191) (61,392) (73,180) (134,572) Other operational expenses 11 (305,085) (21,259) (326,344) (251,828) (45,891) (297,719) Operating profit 792,788 (167,530) 625,258 709,635 (130,344) 579,291 Finance costs 13 (37,078) — (37,078) (30,797) (9,907) (40,704) Other net financing income/(expense) 13 5,115 — 5,115 6,312 — 6,312 Results from equity investments 14 9,842 — 9,842 25,712 — 25,712 Gain on disposal of subsidiaries 14 — 2,274 2,274 — 2,681 2,681 Share of net profit/(loss) of associates and joint ventures accounted for using the equity method, and impairments thereof 7 10,360 (1,526) 8,834 11,735 (4,294) 7,441 Profit before income tax 781,027 (166,782) 614,245 722,597 (141,864) 580,733 Income tax expense 15 (208,321) 44,716 (163,605) (187,443) 28,799 (158,644) Profit for the period 572,706 (122,066) 450,640 535,154 (113,065) 422,089 Profit attributable to: – Owners of the parent 555,308 (117,481) 437,827 525,536 (112,192) 413,344 – Non-controlling interests 17,398 (4,585) 12,813 9,618 (873) 8,745 Basic earnings per share 27 5.21 (1.10) 4.10 5.47 (1.17) 4.30 Diluted earnings per share 27 5.19 (1.10) 4.10 5.46 (1.17) 4.29 (a)The comparative period has been re-presented, comprising the removal of the exceptional items line and the addition of two columns reflecting 'underlying' and 'non-underlying' items. See Note 3 section Z, for more details. (b)Details of non-underlying items are disclosed in Note 12. The above Consolidated Statement of Profit or Loss should be read in conjunction with the accompanying notes. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 225 8.2Consolidated Statement of Comprehensive Income Year ended In thousands of euros Note 31 December 2022 31 December 2021 Profit for the period 450,640 422,089 Other comprehensive income Items that may be reclassified to profit or loss: – Exchange differences on translation of foreign operations (29,371) 51,226 – Income tax impact on exchange differences on translation of foreign operations 19 2,773 (6,098) – Change in value of debt investments at fair value through other comprehensive income (40,346) (7,727) – Realisation of fair value changes upon disposal of debt investments 48,951 — – Income tax impact on change in value of debt investments at fair value through other comprehensive income 19 (2,426) 2,585 Items that will not be reclassified to profit or loss: – Change in value of equity investments at fair value through other comprehensive income 42,054 2,995 – Income tax impact on change in value of equity investments at fair value through other comprehensive income 19 (8,469) (1,228) – Remeasurements of post-employment benefit obligations 30 11,896 2,897 – Income tax impact on remeasurements of post-employment benefit obligations 19 (1,329) (214) Other comprehensive income for the period, net of tax 23,733 44,436 Total comprehensive income for the period 474,373 466,525 Comprehensive income attributable to: – Owners of the parent 461,989 456,513 – Non-controlling interests 12,384 10,012 The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes. 8 Financial Statements 226 2022 UNIVERSAL REGISTRATION DOCUMENT 8.3Consolidated Balance Sheet In thousands of euros Note As at 31 December 2022 As at As at 31 December 2021 (restated (a)) Assets Non-current assets Property, plant and equipment 16 109,389 97,580 Right-of-use assets 17 42,290 66,168 Goodwill and other intangible assets 18 6,205,826 6,215,844 Deferred tax assets 19 18,917 37,489 Investments in associates and joint ventures 7 72,009 69,237 Financial assets at fair value through other comprehensive income 20,35 278,219 258,068 Financial assets at amortised cost 35 2,312 2,902 Other non-current assets 1,374 1,317 Total non-current assets 6,730,336 6,748,605 Current assets Trade and other receivables 21 318,087 394,986 Other current assets 22 27,585 21,573 Income tax receivables 54,931 9,965 Derivative financial instruments 23 — 11,913 CCP clearing business assets 35 166,842,539 137,750,884 Other current financial assets 24 162,740 157,590 Cash and cash equivalents 25 1,001,082 804,361 Total current assets 168,406,964 139,151,272 Assets from disposal groups held for sale 22 — 6,436 Total assets 175,137,300 145,906,313 Equity and liabilities Equity Issued capital 26 171,370 171,370 Share premium 2,432,426 2,432,426 Reserve own shares (32,836) (42,778) Retained earnings 1,265,765 1,022,921 Other reserves 77,242 63,647 Shareholders' equity 3,913,967 3,647,586 Non-controlling interests 126,339 123,114 Total equity 4,040,306 3,770,700 Non-current liabilities Borrowings 29 3,027,161 3,044,391 Lease liabilities 17 21,648 50,691 Deferred tax liabilities 19 552,574 592,431 Post-employment benefits 30 19,631 32,123 Contract liabilities 33 63,785 70,276 Provisions 31 7,049 8,847 Total non-current liabilities 3,691,848 3,798,759 Current liabilities Borrowings 29 17,370 17,359 Lease liabilities 17 28,466 20,993 Derivative financial instruments 23 19 — CCP clearing business liabilities 35 166,858,684 137,732,403 Current income tax liabilities 28,463 42,068 Trade and other payables 32 396,287 439,856 Contract liabilities 33 75,198 80,546 Provisions 31 659 2,308 Total current liabilities 167,405,146 138,335,533 Liabilities from disposal groups held for sale 22 — 1,321 Total equity and liabilities 175,137,300 145,906,313 (a) See Note 3 section Y, for more details regarding the restatement as a result of an error. The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 227 8.4Consolidated Statement of Cash Flows Year ended In thousands of euros Note 31 December 2022 31 December 2021 (represented (a)) Profit before income tax 614,245 580,733 Adjustments for: • Depreciation and amortisation 10 160,191 134,572 • Share based payments 9 13,994 10,394 • Share of profit from associates and joint ventures, and impairments thereof 7 (8,834) (7,441) • Changes in working capital and provisions 57,526 41,062 Cash flow from operating activities 837,122 759,320 Income tax paid (220,636) (215,614) Net cash generated by operating activities 616,486 543,706 Cash flow from investing activities Acquisition of associates (654) — Acquisition of subsidiaries, net of cash acquired 5 (65,988) (4,195,969) Purchase of other current financial assets (30,599) (40,390) Redemption of other current financial assets 42,900 50,158 Proceeds from sale of subsidiaries 8,743 5,876 Purchase of property, plant and equipment 16 (31,867) (33,367) Purchase of intangible assets 18 (67,650) (34,223) Dividends received from equity investments 14 9,840 25,707 Dividends received from associates 7 6,748 6,699 Proceeds from sale of property, plant and equipment and intangible assets 53 — Net cash (used in) investing activities (128,474) (4,215,509) Cash flow from financing activities Proceeds from borrowings, net of transaction fees 29 — 5,471,694 Repayment of borrowings, net of transaction fees 29 — (3,762,855) Interest paid (29,565) (16,071) Interest received 5,889 5,000 Settlement of derivatives financial instruments (8,886) — Dividends paid to the company's shareholders 26 (205,985) (157,165) Dividends paid to non-controlling interests (10,931) (16,021) Issuance of new shares, net of transaction fees 26 — 2,375,236 Payment of lease liabilities 17 (23,417) (23,762) Transactions in own shares 26 (18) (31,844) Employee Share transactions (3,566) (5,125) Net cash generated by financing activities (276,479) 3,839,087 Net (decrease)/increase in cash and cash equivalents 211,533 167,284 Cash and cash equivalents - Beginning of the period 809,409 629,469 Non-cash exchange (losses)/gains on cash and cash equivalents (19,860) 12,656 Cash and cash equivalents - End of the period (b) 1,001,082 809,409 (a) The comparative period has been re-presented. See Note 3 section Z, for more details. (b) Cash and cash equivalents at the end of the comparative period included €5.0 million classified as assets held for sale. The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. 8 Financial Statements 228 2022 UNIVERSAL REGISTRATION DOCUMENT 8.5Consolidated Statement of Changes in Equity Other reserves In thousands of euros Note Issued capital Share premium Reserve own shares Retained Earnings Foreign currency translation reserve Fair value reserve of financial assets at FVOCI Total other reserves Total Shareholders' equity Non-controlling interests Total equity Balance as at 1 January 2021 112,000 116,560 (19,867) 826,302 (54,492) 78,245 23,753 1,058,748 30,238 1,088,986 Profit for the period — — — 413,344 — — — 413,344 8,745 422,089 Other comprehensive income for the period — — — 2,683 43,861 (3,375) 40,486 43,169 1,267 44,436 Total comprehensive income for the period — — — 416,027 43,861 (3,375) 40,486 456,513 10,012 466,525 Transfer of revaluation result to retained earnings — — — 592 — (592) (592) — — — Issuance of common stock 59,370 2,315,866 — — — — — 2,375,236 — 2,375,236 Share based payments — — — 10,492 — — — 10,492 — 10,492 Dividends paid — — — (157,165) — — — (157,165) (16,021) (173,186) Transactions in own shares 26 — — (31,844) — — — — (31,844) — (31,844) Acquisition of non-controlling interest — — — (59,291) — — — (59,291) (9,066) (68,357) Non-controlling interests on acquisition/ (disposal) of subsidiary (restated (a)) — — — — — — — — 107,951 107,951 Other movements — — 8,933 (14,036) — — — (5,103) — (5,103) Balance as at Balance as as 31 December 2021 (restated (a)) 171,370 2,432,426 (42,778) 1,022,921 (10,631) 74,278 63,647 3,647,586 123,114 3,770,700 Profit for the period — — — 437,827 — — — 437,827 12,813 450,640 Other comprehensive income for the period — — — 10,567 (26,169) 39,764 13,595 24,162 (429) 23,733 Total comprehensive income for the period — — — 448,394 (26,169) 39,764 13,595 461,989 12,384 474,373 Share based payments — — — 13,976 — — — 13,976 — 13,976 Dividends paid — — — (205,985) — — — (205,985) (8,990) (214,975) Transactions in own shares 26 — — (18) — — — — (18) — (18) Acquisition of non-controlling interest — — — — — — — — — — Non-controlling interests on acquisition/ (disposal) of subsidiary — — — — — — — — (169) (169) Other movements — — 9,960 (13,541) — — — (3,581) — (3,581) Balance as at 31 December 2022 171,370 2,432,426 (32,836) 1,265,765 (36,800) 114,042 77,242 3,913,967 126,339 4,040,306 (a) See Note 3 section Y, for more details regarding the restatement as a result of an error. The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 229 Notes to the Consolidated Financial Statements Note 1.General information Euronext N.V. (“the Group” or “the Company”) is a public limited liability company incorporated and domiciled at Beursplein 5, 1012 JW, Amsterdam in the Netherlands under Chamber of Commerce number 60234520 and is listed on the following Euronext local markets: Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris. The Group operates securities and derivatives exchanges in Continental Europe, Ireland and Norway. It offers a full range of exchange- and corporate services, including security listings, cash and derivatives trading, and market data dissemination. It combines the Amsterdam, Brussels, Dublin, Lisbon, Milan, Oslo and Paris exchanges in a highly integrated, cross-border organisation.The Group also operates Interbolsa S.A. (Euronext Securities Porto), Verdipapirsentralen ASA (Euronext Securities Oslo), VP Securities AS (Euronext Securities Copenhagen) and Monte Titoli S.p.A. (Euronext Securities Milan) (respectively the Portuguese, Norwegian, Danish and Italian national Central Securities Depositories (CSDs)) and Cassa di Compensatione e Garanzia S.p.A. (Euronext Clearing), a fully owned Italian multi-asset clearing house. The Group further owns Euronext FX Inc., a US-based Electronic Communication Network in the spot foreign exchange market, and has majority stakes in Nord Pool, a leading power market in Europe offering intraday and day- ahead trading in the physical energy markets, and MTS S.p.A., a leading trading platform for European government bonds. The Group’s in-house IT function supports its exchange operations. In addition, the Group provides software licenses as well as IT development, operation and maintenance services to third-party exchanges. These Consolidated Financial Statements were authorised for issuance by Euronext N.V.’s Supervisory Board on 30 March 2023 and will be submitted for adoption by the Annual General Meeting (AGM) of Shareholders on 17 May 2023. Note 2.Significant events and transactions The financial position and performance of the Group was particularly affected by the following events and transactions that have occurred during the year: Acquisition of Spafid's Issuer Services Business On 1 April 2022, Euronext Securities Milan acquired the Issuer Services Business of Spafid S.p.A., which operates as an investment advisory firm and is a fully owned subsidiary of Mediobanca S.p.A. The purchase consideration for this business acquisition amounted to €12.0 million. For more details on the acquisition, reference is made to Note 5. Acquisition of the technology businesses from Nexi’s capital markets activities On 2 December 2022, the Group acquired the technology businesses of Nexi S.p.A., an Italian bank specialised in payment systems, currently powering MTS and Euronext Securities Milan. The purchase consideration for this business acquisition amounted to €57 million (on a debt free, cash free basis). For more details on the acquisition, reference is made to Note 5. Disposal of subsidiaries and impairment of joint venture In 2022, the Group sold its 60% majority interest in subsidiary Finance Web Working S.A.S. ("Euronext Funds360") to FE Fundinfo, a global provider of data and tools management for the funds industry. The proceeds from the sale amounted to €0.8 million (net of cash). Including allocated goodwill, the loss from disposal of this subsidiary was €0.8 million (see Note 14). Furthermore, MTS S.p.A. sold its interest in subsidiary MTS Markets International Inc. (which was classified as a disposal group held for sale) to Tradition America Holdings Inc., a subsidiary of Compagnie Financière Tradition SA, an interdealer broker in over-the-counter financial and commodity related products. The proceeds from the sale amounted to €7.8 million. The net assets disposed of amounted to €4.7 million, which resulted in a gain on disposal of €3.1 million (see Note 14). In addition, following indications of a deteriorated future cash flow situation and Board decision to propose to the Shareholders meeting to liquidate the entity, the investment in joint venture LiquidShare was impaired by €1.5 million to zero value in 2022 (see Note 7). Revaluation of direct- and indirect stakes in Euroclear S.A./N.V. For the determination of fair value of its direct and indirect investments in Euroclear S.A./N.V., the Group applied a weighted approach of the Gordon Growth model and recent observed market transactions taking into account an illiquidity discount for the limited number of transactions. This valuation method resulted in a total valuation of Euroclear S.A./N.V. of €5.0 billion and to an increase in fair value of Euronext S.A./N.V.’s direct- and indirect investments of €42.0 million as per 31 December 2022. This revaluation was recorded in Other Comprehensive Income. Termination of Interest Rate Swap agreements On 3 May 2022, the Group terminated its interest rate swap agreements which were formally designated and qualified as fair value hedges of Senior Unsecured Note #1. On termination, the Group cash settled the swap agreements that had a carrying amount of €8.9 million and the hedge relationship was discontinued. As from the moment of discontinuation of the fair value hedge, the accumulated fair value adjustments of Senior Unsecured Note #1 will be amortised to profit or loss based on a recalculated Effective Interest Rate over the remaining term of the Senior Unsecured Note #1. As per 31 December 8 Financial Statements 230 2022 UNIVERSAL REGISTRATION DOCUMENT 2022, the accumulated fair value adjustments amounted to a negative €5.9 million (see Note 29). Migration of Euronext Data Centre from Basildon (UK) to Bergamo (Italy) On 6 June 2022, the Group completed the first part of the migration of its core data centre from Basildon (UK) to Bergamo (Italy). The core data centre migration was executed in order to pave the way for the migration of the Borsa Italiana equity and derivatives markets onto Euronext Optiq® trading technology by 2023/2024. Partial accelerated depreciation of its right of use asset related to the Basildon data centre was recorded as non- underlying item (see Note 12). Partial disposal of debt investment portfolio at Euronext Clearing In July 2022, Euronext Clearing reduced its investment portfolio with the aim of strengthening and preserving its available regulatory capital and aligning the investment strategy to the current level of market volatility and uncertainty. As a result, Euronext Clearing disposed of its portfolio maturing after 1 May 2023 and decided to retain its short- term investment portfolio maturing through April 2023 and hold these to maturity (see Notes 35 and 37 for more information of these balances). The Group recycled the related revaluation loss of €48.9 million from Other Comprehensive Income to non-underlying net treasury income (see Note 12). Long-Term Incentive Plan 2022 On 23 May 2022, a Long-Term Incentive plan (“LTI 2022”) was established under the revised Remuneration Policy that was approved by the AGM in May 2021. The LTI cliff vests after 3 years whereby performance criteria will impact the actual number of shares at vesting date. The share price for this grant at grant date was €77.60 and 197,416 Restricted Stock Units (“RSU’s”) were granted. The total share-based payment expense at the vesting date in 2025 is estimated to be €13.5 million. As from the grant date, compensation expense recorded for this LTI 2022 plan amounted to €3.1 million in the income statement for the year ended 31 December 2022. Changes in the Group’s key management personnel during 2022 On 17 May 2022, the Group announced that Manuel Bento was appointed as Chief Operating Officer and Member of the Managing Board of Euronext N.V., subject to regulatory and shareholder approvals. This follows the decision from Georges Lauchard to resign from his position as Chief Operating Officer and Member of the Managing Board of Euronext N.V. as per 10 June 2022. On 18 May 2022, Fabrizio Testa as CEO of Borsa Italiana was appointed as a Member of the Managing Board of Euronext N.V. No changes in the Supervisory Board occurred to date. See Note 36, for more details on the Group’s key management personnel. Note 3.Significant accounting policies and judgments The significant accounting policies applied in the preparation of these Consolidated Financial Statements are set out below. These policies have been consistently applied to all the years presented, unless stated otherwise. The financial statements for the year ended 31 December 2022 are for the Group consisting of Euronext N.V. and its subsidiaries. A).Basis of preparation The Consolidated Financial Statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) adopted by the European Union. They also comply with the financial reporting requirements included in Title 9 Book 2 of the Dutch Civil Code, as far as applicable. The Consolidated Financial Statements have been prepared on a historical cost basis, unless stated otherwise. They have also been prepared on the basis that the Group will continue to operate as a going concern. B).Basis of consolidation These Consolidated Financial Statements include the financial results of all subsidiaries in which entities in the Group have a controlling financial interest and it also incorporates the share of results from associates and joint ventures. The list of individual legal entities which together form the Group, is provided in Note 4. All transactions and balances between subsidiaries have been eliminated on consolidation. All transactions and balances with associates and joint ventures are reflected as related party transactions and balances (see Note 36). (i)Subsidiaries Subsidiaries are all entities controlled by the Group. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Intergroup transactions, balances and unrealised gains and losses on transactions between companies within the Group are eliminated upon consolidation unless they provide evidence of impairment. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non-controlling interest in the results and equity of subsidiaries are shown separately in the consolidated statement or profit or loss, statement of comprehensive income, statement of changes in equity and balance sheet respectively. (ii)Associates and joint arrangements Associates are entities over which the Group has the ability to exercise significant influence, but does not control. Generally, significant influence is presumed to exist when the Group holds 20% to 50% of the voting rights in an entity. Joint arrangements are joint operations or joint-ventures over which the Group, together with another party or several other parties, has joint control. Investments in Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 231 associates and joint ventures are accounted for using the equity method of accounting. Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment. When the group’s share of losses in an equity- accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity. Unrealised gains on transactions between the group and its associates and joint ventures are eliminated to the extent of the group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been changed where necessary to ensure consistency with the policies adopted by the group. The carrying amount of equity-accounted investments is tested for impairment. C).Business combinations Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses. The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create outputs. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. The identifiable assets acquired and liabilities are measured initially at their fair values at the acquisition date. Contingent consideration is classified either as equity or as a financial liability. Amounts classified as a financial liability are subsequently re-measured to fair value with changes in fair value recognised in profit or loss. The consideration transferred is measured at the fair value of any assets transferred, liabilities incurred and equity interests issued. The excess of the consideration transferred over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. To the extent applicable, any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree are added to consideration transferred for purposes of calculating goodwill. Goodwill is initially measured at cost. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Where goodwill has been allocated to a cash-generating unit (CGU) and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained. D).Segment reporting Segments are reported in a manner consistent with how the business is operated and reviewed by the chief operating decision maker (CODM), who is responsible for allocating resources and assessing performance of the operating segments. The chief operating decision maker of the Group is the Extended Managing Board. The organisation of the Group reflects the high level of mutualisation of resources across geographies and product lines. Operating results are monitored on a group-wide basis and, accordingly, the Group represents one operating segment and one reportable segment. Operating results reported to the Extended Managing Board are prepared on a measurement basis consistent with the reported Consolidated Statement of Profit or Loss. In presenting and discussing the Group’s financial position, operating results and net results, management uses certain Alternative performance measures not defined by IFRS. These Alternative performance measures (APMs) should not be viewed in isolation as alternatives to the equivalent IFRS measures and should be used as supplementary information in conjunction with the most directly comparable IFRS measures. APMs do not have standardised meaning under IFRS and therefore may not be comparable to similar measures presented by other companies. The Group measures performance based on EBITDA1, as management believes that this measurement is most relevant in evaluating the operating results of the Group. This measure is included in the internal management reports that are reviewed by the CODM. Reference is made to one of the below definitions, whenever the term ‘EBITDA’ is used throughout these Consolidated Financial Statements: ▪EBITDA1: 'Underlying' operating profit before 'underlying' depreciation and amortisation, taking into account the lines described in the Consolidated Statement of Profit or Loss; ▪EBITDA2: Profit before (i)interest expense, (ii)tax, (iii)any share of the profit of any associated company or undertaking, except for dividends received in cash by any member of the Group, (iv)exceptional items; and (v) depreciation and amortisation; ▪EBITDA3: EBITDA as defined in the Share Purchase Agreements of the acquired companies involved. E).Foreign currency transactions and translation (i)Functional and presentation currency 8 Financial Statements 232 2022 UNIVERSAL REGISTRATION DOCUMENT These Consolidated Financial Statements are presented in Euro (EUR), which is the Group’s presentation currency. The functional currency of each Group entity is the currency of the primary economic environment in which the entity operates. (ii)Transactions and balances Foreign currency transactions are converted into the functional currency using the rate ruling at the date of the transactions. Foreign exchange gains or losses resulting from the settlement of such transactions and from the translation at year-end rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement. Exceptions to this are where the monetary items form part of the net investment in a foreign operation or are designated as hedges of a net investment, in which case the exchange differences are recognised in Other Comprehensive Income. (iii)Group companies The results and financial position of Group entities that have a functional currency different from the presentation currency are converted into the presentation currency as follows: ▪assets and liabilities (including goodwill) are converted at the closing balance sheet rate. ▪income and expenses are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and ▪all resulting exchange differences are recognised as currency translation adjustments within Other Comprehensive Income. F).Property, plant and equipment Property, plant and equipment is carried at historical cost, less accumulated depreciation and any impairment loss. The cost of purchased property, plant and equipment is the value of the consideration given to acquire the assets and the value of other directly attributable costs. All repairs and maintenance costs are charged to expense as incurred. Property, plant and equipment is depreciated on a straight- line basis over the estimated useful lives of the assets, except land and construction in process assets, which are not depreciated. The estimated useful lives, which are reviewed annually and adjusted if appropriate, used by the Group in all reporting periods presented are as follows: ▪Buildings (including leasehold improvements) 5 to 40 years ▪IT equipment2 to 3 years ▪Other equipment 5 to 12 years ▪Fixtures and fittings4 to 10 years G).Leases (i)Right-of-use assets The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost less any accumulated depreciation and if necessary any accumulated impairment. The cost of a right-of-use asset comprise the present value of the outstanding lease payments, any lease payments made at or before the commencement date less any lease incentives received, any initial direct costs and an estimate of costs to be incurred in dismantling or removing the underlying asset. If the lease transfers ownership of the underlying asset to the lessee at the end of the lease term or if the cost of the right-of-use asset reflects that the lessee will exercise a purchase option, the right-of-use asset is depreciated to the end of the useful life of the underlying asset. Otherwise the right-of-use asset is depreciated to the end of the lease term. (ii)Lease liabilities At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable payments that depend on an index or rate and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments for penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expense in the period on which the event or condition that triggers the payment occurs. In this context, the Group also applies the practical expedient that the payments for non- lease components are generally recognised as lease payments. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in- substance fixed lease payments or a change in the assessment to purchase the underlying asset. (iii)Short-term leases and leases of low-value assets The Group applies the short-term lease recognition exemption to leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the lease of low-value assets recognition exemption to leases of office IT equipment and other staff equipment that are of low value. Lease payments on short-term leases and leases of low- value assets are recognised as expense on a straight-line basis over the lease term. H).Goodwill and other intangible assets (i)Goodwill Goodwill represents the excess of the consideration transferred in a business combination over the Group’s share in the fair value of the net identifiable assets and liabilities of the acquired business at the date of acquisition. Goodwill is not amortised but is tested at least annually for impairment, or whenever an event or change in circumstances indicate a potential impairment. For the purpose of impairment testing, goodwill arising in a business combination is allocated to the cash-generating units (CGUs) or groups of CGUs that are expected to benefit Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 233 from the synergies of the combination. Each CGU or CGU Group to which goodwill is allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purposes. The carrying value of a CGU Group is compared to its recoverable amount, which is the higher of its value in use and its fair value less costs of disposal. Impairment losses on goodwill are not subsequently reversed. Value in use is derived from the discounted future free cash flows of the CGU Group. Fair value less costs of disposal is based on discounted cash flows and market multiples applied to forecasted earnings. Cash flow projections are based on budget and business plan approved by management and covering a 2-year period in total. Cash flows beyond the business plan period are extrapolated using a perpetual growth rate. Key assumptions used in goodwill impairment test are described in Note 18. (ii)Internally generated intangible assets An intangible asset is an identifiable non-monetary asset without physical substance. Such an asset is identifiable when it is separable, or when it arises from contractual or other legal rights. Software development costs are capitalised only from the date when all of the following conditions are met: ▪The technical feasibility of the development project is demonstrated ▪It is probable that the project will be completed and will generate future economic benefits; and ▪The project development costs can be reliably measured. Capitalised software development costs are amortised on a straight-line basis over their useful lives, generally from 2 to 7 years. Other development expenditures that do not meet these criteria, as well as software maintenance and minor enhancements, are expensed as incurred. (iii)Other intangible assets Other intangible assets, which are acquired by the Group, are stated at cost less accumulated amortisation and impairment losses (if applicable). The estimated useful lives are as follows: ▪Purchased software and licenses:2-8 years ▪Customer relationships:11-40 years ▪Brand names: Generally for brand names an indefinite useful life is assumed. For brand names with finite useful lives the expected useful life is up to 3 years. I).Impairment of non-financial assets other than goodwill Assets that are subject to amortisation and depreciation are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. Assets that have an indefinite useful life are not subject to amortisation nor depreciation and are tested at least annually for impairment. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. For purposes of assessing impairment, assets are grouped into Cash Generating Units (CGUs). A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent from other groups of assets. Non-financial assets, other than goodwill, that were previously impaired are reviewed for possible reversal of the impairment at each reporting date. J).Derivative financial instruments and hedging activities (i)Initial recognition and measurement The Group uses derivative financial instruments, such as forward currency contracts and interest rate swaps, to hedge its foreign currency risk and interest rate risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. For the purpose of hedge accounting, hedges are classified as fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability or an unrecognised firm commitment. At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which it wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged and how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined). A hedging relationship qualifies for hedge accounting if it meets all of the following effectiveness requirements: •There is ‘an economic relationship’ between the hedged item and the hedging instrument. •The effect of credit risk does not ‘dominate the value changes’ that result from that economic relationship. •The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity of hedged item. The hedges relevant to the Group, that meet all the qualifying criteria for hedge accounting are accounted for, as described below: Fair value hedges The change in the fair value of a hedging instrument is recognised in the statement of profit or loss. The change in the fair value of the hedged item attributable to the risk hedged is recorded as part of the carrying value of the hedged item and is also recognised in the statement of profit or loss. For fair value hedges relating to items carried at amortised cost, any adjustment to carrying value is amortised through profit or loss over the remaining term of the hedge using the Effective Interest Rate (EIR) method. The EIR amortisation may begin as soon as an adjustment exists and 8 Financial Statements 234 2022 UNIVERSAL REGISTRATION DOCUMENT no later than when the hedged item ceases to be adjusted for changes in its fair value attributable to the risk being hedged. If the hedged item is derecognised, the unamortised fair value is recognised immediately in profit or loss. When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the firm commitment attributable to the hedged risk is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss. Hedges of a net investment Hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net investment, are accounted for as follows: Gains or losses on the hedging instrument relating to the effective portion of the hedge are recognised as Other Comprehensive Income while any gains or losses relating to the ineffective portion are recognised in the statement of profit or loss. On disposal of the foreign operation, the cumulative value of any such gains or losses recorded in equity is transferred to the statement of profit or loss. K).Financial instruments (i)Classification and initial recognition The Group classifies its financial instruments in the following measurement categories: ▪Amortised cost ▪Fair value through Other Comprehensive Income (FVOCI) ▪Fair value through profit or loss (FVPL) The classification depends on the Group’s business model for managing the financial instruments and the contractual terms of the cash flows. For instruments measured at fair value, gains and losses will either be recorded in profit or loss or Other Comprehensive Income. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through Other Comprehensive Income (FVOCI). Financial assets and financial liabilities are initially recognised on their settlement date. Except for trade receivables, at initial recognition the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest. Trade receivables are initially measured at their transaction price if they do not contain a significant financing component in accordance with IFRS 15. (ii)Subsequent measurement Financial assets at amortised cost Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is measured using the effective interest rate method and is shown in finance income. Any gain or loss arising on de-recognition is recognised directly in profit or loss and presented in other gains/(losses), together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss. The Group’s financial assets at amortised cost include the Group’s trade and other receivables, loans and deposits included under (non-current) Financial assets at amortised cost, short-term deposits with a maturity of more than three months included under other current financial assets and cash and cash equivalents. Financial assets at amortised cost - CCP clearing business For financial assets from CCP clearing business all measurement effects are shown in net treasury income through CCP business. This category includes clearing member trading balances relating to certain collateralised transactions, other receivables from clearing members of the CCP business and clearing member cash an cash equivalents, representing amounts received from the clearing members to cover initial and variation margins and default fund contributions that are not invested in bonds. Financial assets at fair value through Other Comprehensive Income (FVOCI) Debt instruments that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through Other Comprehensive Income, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in Other Comprehensive Income is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are presented as separate line item in the statement of profit or loss. The Group’s debt instruments at FVOCI include the Group's investments in short-term listed bonds and government bonds (long-term and short-term) linked to Euronext Clearing's own funds. Where the Group’s management has elected to present fair value gains and losses on equity investments in Other Comprehensive Income, there is no subsequent reclassification of fair value gains and losses to profit or loss following the de-recognition of the investment. Dividends from such investments will be recognised in profit or loss as results from equity investments when the Group’s right to receive payments is established, except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in Other Comprehensive Income. The Group elected to classify irrevocably its unlisted equity securities that are held as long-term strategic investments that are not expected to be sold in the foreseeable future in this category. Financial assets at fair value through Other Comprehensive Income (FVOCI) - CCP clearing business This category includes the investments made in (predominantly) government bonds, that are funded by the Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 235 margins and default funds deposited by members of the CCP clearing business. These investments are recognised in 'CCP clearing business assets'. Interest income and reclassified fair value gains/(losses) from these financial assets are shown in net treasury income through CCP business. Financial assets at fair value through Profit or Loss (FVPL) Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. Changes in the fair value of financial assets at FVPL are recognised in other gains/ (losses) in the statement of profit or loss as applicable. Financial assets at fair value through Profit or Loss (FVPL) - CCP clearing business This category includes clearing member trading balances comprising derivatives, equity and debt instruments that are marked to market on a daily basis. In particular these include open transactions not settled at the reporting date on the derivatives market in which Euronext Clearing operates as a central counterparty. The fair valuation of such positions is determined on the market price of each individual financial instrument at closing of the reporting period. As the amounts of clearing member trading assets and liabilities at FVPL are equally entered in both assets and liabilities, the fair valuation of both items does not lead to any net profit or loss in the income statement of the Group. Financial liabilities at fair value through Profit or Loss (FVPL) Liabilities that are held for trading are measured at FVPL. Changes in the fair value of financial liabilities at FVPL are recognised in other gains/(losses) in the statement of profit or loss as applicable. Financial liabilities at fair value through Profit or Loss (FVPL) - CCP clearing business This category includes clearing member trading balances comprising derivatives, equity and debt instruments that are marked to market on a daily basis. In particular these include open transactions not settled at the reporting date on the derivatives market in which Euronext Clearing operates as a central counterparty. The fair valuation of such positions is determined on the market price of each individual financial instrument at closing of the reporting period. As the amounts of clearing member trading assets and liabilities at FVPL are equally entered in both assets and liabilities, the fair valuation of both items does not lead to any net profit or loss in the income statement of the Group. Financial liabilities at amortised cost Financial liabilities that are not held for trading are generally accounted for at amortised cost. These instruments are measured using the effective interest rate method and interest expense is shown in finance costs. The Group’s financial liabilities at amortised cost include the Group’s trade and other payables, borrowings and lease liabilities. Financial liabilities at amortised cost - CCP clearing business For financial liabilities from CCP clearing business all measurement effects are shown in net treasury income through CCP business. This category includes as well CCP repurchase agreements and other payables to clearing members related to initial and variation margins and default fund contributions. (iii)Impairment of financial assets The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). For trade and contract receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value. Further disclosures relating to impairment of financial assets are also provided in Note 37.4. The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. (iv)Offsetting of financial assets and liabilities Financial assets and liabilities are offset and only the net amount is presented in the consolidated balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. L).Trade receivables Trade receivables are amounts due from customers for services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method, less loss allowance. At Nord Pool all trades are settled on the day of trading or on the following business day, with invoices and credit notes being dispatched in the afternoon. Financial settlement is due one working day after trading for net buyers and two 8 Financial Statements 236 2022 UNIVERSAL REGISTRATION DOCUMENT working days after trading for net sellers. Variations in settlement cycle following variations in working days combined with variations in physical power prices traded on Nord Pool markets can give rise to significant fluctuations in trade receivables from period to period. M).Cash and cash equivalents Cash and cash equivalents comprise cash at banks, highly liquid investments with original maturities of three months or less and investments in money market funds that are readily convertible to known amounts of cash and are subject to insignificant risk of changes in value. N).Borrowings Borrowings are initially recorded at the fair value of proceeds received, net of transaction costs. Subsequently, these liabilities are carried at amortised cost, and interest is charged to profit or loss over the period of the borrowings using the effective interest method. Accordingly, any difference between the proceeds received, net of transaction costs, and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest rate method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. O).Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount can be reliably estimated. Restructuring provisions primarily comprise employee termination payments. Provisions are not recognised for future operating losses, unless there is an onerous contract. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax risk-free discount rate. The increase in the provision due to passage of time is recognised as interest expense. An onerous contract is a contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it or any compensation or penalties arising from failure to fulfil it. P).Trade and other payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business. Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. At Nord Pool all trades are settled on the day of trading or on the following business day, with invoices and credit notes being dispatched in the afternoon. Financial settlement is due one working day after trading for net buyers and two working days after trading for net sellers. Variations in settlement cycle following variations in working days combined with variations in physical power prices traded on Nord Pool markets can give rise to significant fluctuations in trade payables from period to period. Q).Post-employment benefits The Group operates defined benefit pension schemes and defined contribution pension schemes. When the Group pays fixed contributions to a pension fund or pension insurance plan and the Group has no legal or constructive obligation to make further contributions, if the fund’s assets are insufficient to pay all pension benefits, the plan is considered to be a defined contribution plan. In that case, contributions are recognised as employee expense when they become due. For the defined benefit schemes, the net asset or liability recognised on the balance sheet comprises the difference between the present value of the defined benefit pension obligation and the fair value of plan assets. A net asset is recognised only to the extent the Group has the right to effectively benefit from the plan surplus. The service cost, representing benefits accruing to employees in the period, and the net interest income or expense arising from the net defined benefit asset or liability are recorded within operating expenses in the Statement of Profit or Loss. Actuarial gains and losses arising from experience adjustments, changes in actuarial assumptions or differences between actual and expected returns on assets are recognised in equity as a component of Other Comprehensive Income. The impact of a plan amendment, curtailment or settlement is recognised immediately when it arises in profit or loss. R).Share-based compensation Certain employees of the Group participate in Euronext’s share-based compensation plans. Awards granted by Euronext under the plans are restricted stock units (RSUs). Under these plans, Euronext receives services from its employees as consideration for equity instruments of the group. As the awards are settled in shares of Euronext N.V., they are classified as equity settled awards. The share-based compensation reflected in the Statement of Profit or Loss relates to the RSUs granted by Euronext to the Group’s employees. The equity instruments granted do not vest until the employee completes a specified period of service, typically three years. The grant-date fair value of the equity settled RSUs is recognised as compensation expense over the required vesting period, with a corresponding credit to equity. Euronext has performance share plans, under which shares are conditionally granted to certain employees. The fair value of awards at grant date is calculated using market- based pricing, i.e. the fair value of Euronext shares. This value is expensed over their vesting period, with a corresponding credit to equity. The expense is reviewed and adjusted to reflect changes to the level of awards expected to vest, except where this arises from a failure to meet a market condition or a non-vesting condition in which case no adjustment applies. S).Treasury shares The Group reacquires its own equity instruments. Those instruments (‘treasury shares’) are deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of an entity’s own Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 237 equity instruments. Such treasury shares may be acquired and held by the entity or by other members of the consolidated group. Consideration paid or received is recognised directly in equity. T).Revenue (from contracts with customers) and income The Group is in the business of providing a diverse range of products and services combining transparent and efficient equity, fixed income securities and derivatives markets. The Group’s main businesses comprise listing, cash trading, derivatives trading, fixed income trading, spot FX trading, power trading, market data and indices, post-trade and market solutions & other. Revenue from contracts with customers is recognised when control of the good and services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group has generally concluded that, except for the revenue sharing agreement with Intercontinental Exchange (ICE), it is principal in its revenue arrangements because it typically controls the goods or services before transferring them to the customer. The disclosures of significant accounting judgements, estimates and assumptions relating to revenue from contracts with customers are provided in section ‘Critical accounting estimates and assumptions’. (i)Listing and Corporate services Listing fees primarily consist of original listing fees paid by issuers to list securities on the various cash markets (admission fees), subsequent admission fees for other corporate actions (such as admission of additional securities) and annual listing fees paid by companies whose financial instruments are listed on the cash markets. The admission services around initial (and subsequent) admission and its directly related corporate action services are considered activities that the Group needs to undertake to enable the customer to be listed. These activities are combined with the ongoing listing services and are used as inputs to produce the combined output, which is the service of being listed. Consequently, revenue generated from this combined performance obligation is recognised based on time elapsed over the listing period, as this best reflects the continuous transfer of the listing services. Corporate services revenues are earned from webcast solutions, board portal solutions, insider list management solutions and investor relationship management solutions. For corporate services that are provided to customers under an access license, revenue is recognised evenly over the contractual period of the license, as this best reflects the continuous benefit from the license by the customer throughout this period. For corporate services that are provided to customers on an event basis or under a ‘right- to-use’ license, revenue will be recognised at the point in time of the event or acceptance of the license. (ii)Trading The Group earns cash trading fees for customer orders of equity securities and other cash instruments on the Group’s cash markets, earns derivative trading fees for the execution of trades of derivative contracts on the Group’s derivative markets and earns fixed income trading fees for the execution of trades of debt securities on the Group’s fixed income markets. Spot FX trading fees are earned for execution of trades of foreign exchange contracts on the FastMatch markets. Power trading fees are earned for execution of trades on Nord Pool’s day ahead and intraday physical energy markets. Customers obtain control over the service provided at execution of the trade. Revenue is recognised at that point in time. Membership and subscription fees for the Borsa Italiana Group markets are generally paid in advance on the first day of the membership or subscription period. The Group recognises revenue on a straight-line basis over the period to which the fee relates, as this best reflects the extent of the Group’s progress towards completion of the performance obligation under the contract. (iii)Advanced data services The Group charges clients on a per-user basis for the access to its real-time and proprietary market data information services. The Group also collects periodic license fees from clients for the right to distribute the Group data to third parties. Customers obtain control over the market data service provided during the period over which it has access to the data. Consequently revenue is recognised based on time elapsed over the market data access period, as the Group meets its obligation to deliver data consistently throughout this period. The Group generates indices revenues from Index licensing fees, which gives customers the right to apply Euronext Index Trademark names in their products and ETFs. The nature of an index-license is considered a distinct ‘right-to- access’ license as the customer can reasonably expect the Group to undertake ongoing activities to support and maintain the value of its trademark names. Revenue generated from these licenses are therefore recognised evenly over the contractual period of the license, as this best reflects the continuous benefit from the license by the customer throughout this period. (iv)Post trade Post-trade revenue primarily include clearing, settlement and custody fees. Clearing fees are recognised when the clearing of the trading transaction is completed. Customers obtain control over the service provided at completion of clearing the securities, which is the only performance obligation. Revenue is recognised at that point in time. The Group earns clearing fees through the activities from its own clearing house CC&G and through an agreement with LCH S.A. in which the latter is providing clearing service as a service provider, executing the service under control of the Group. The nature of the promise is the execution of a cleared trade on the Group’s trading platforms. The Group controls the services that are derived from that promise, before it is transferred to the customer. This makes the Group the principal in the transaction of providing clearing services to its customers and consequently the Group recognises its clearing revenue on a gross basis. Settlement fees are recognised when the settlement of the trading transaction is completed. Customers obtain control over the service provided at completion of the settlement of the securities, which is the only performance obligation. Revenue is recognised at that point in time. Custody fees are recognised as the service of holding the customer’s securities in custody is performed. Revenue is recognised based on time elapsed over that period of time, as this best reflects the continuous transfer of services. (v)Euronext Technologies & Other revenue 8 Financial Statements 238 2022 UNIVERSAL REGISTRATION DOCUMENT Euronext Technologies and other revenue include software license and maintenance services, IT (hosting) services provided to third-party market operators, connection services and data centre colocation services provided to market participants, and other revenue. Software licenses that are distinct can be considered a ‘right-to-use’ license, given the significant stand-alone functionality of the underlying intellectual property. Consequently revenue will be recognised at the point in time of acceptance of the software and the source code by the customer. For software licenses that are combined with a significant modification service revenues are recognised over time, using the input method of labor hours spend during the significant modification period, as the Group has no alternative use for these combined performance obligations and would have an enforceable right to payment for performance completed to date. Revenue from software maintenance services are recognised evenly over the maintenance agreement period, as this best reflects the continuous transfer of maintenance services throughout the contract period. The Group delivers hosting services to customers that are using the software installed in the Euronext data centre to use the Group’s trading platforms. Installation services provided before the start of a hosting service do not include significant client customisation of the software installed in the Euronext data centre. The installation service itself does not transfer a good or service to the customer, but are required to successfully transfer the only performance obligation for which the customer has contracted, which is the hosting service. Revenue generated from this performance obligation is recognised evenly over the full service period of the hosting contract, as this best reflects the continuous transfer of hosting services to the customer. Part of the connection services and data centre colocation services are provided under a revenue sharing agreement with Intercontinental Exchange (ICE). Euronext is providing ICE the right to provide services directly to Euronext customers, to which Euronext provides a continuous customer access to the relevant Euronext Group markets and as such, Euronext is arranging for the specified services to be provided by another party as an agent. Euronext customers connect to its markets via the ICE SFTI® network or rent colocation space in the ICE data centres that house Euronext’s trading platforms. ICE receives fees from Euronext customers over the period of access to the SFTI® network and over the colocation rental period. The Group recognises its revenue share over that same period of time, using the practical expedient provided in IFRS 15.B16 that allows an entity to recognise revenue in the amount to which it has the right to invoice. The entitled amount that Euronext invoices to ICE corresponds directly with the value that Euronext’s performance obligation has to ICE, which equals to the agreed commission. As from the data centre migration in June 2022, revenues for connection services and data centre colocation services are also generated from Euronext's core data centre facility in Bergamo. Fees received for these services are recognised evenly over the customer's access period and colocation rental period, as this best reflects the continuous transfer of these services. The Group also generates revenue from other connection services that trading members are using primarily for the purpose of placing their cash and derivatives trading orders. Members enter into contracts that generate access availability for placing trading orders (the active logon session). Customers obtain control over the service provided during the period of access to their active logon session. Revenue is recognised evenly over that period of time, as this best reflects the continuous transfer of technology services. (vi)Net treasury income through CCP business Income recognised in the CCP clearing businesses includes net treasury income earned on margin and default funds, held as part of the risk management process. Net treasury income is the result of interest earned on cash assets lodged with the clearing house, less interest paid to the members on their margin and default fund contributions. Net treasury income is shown separately from the Group’s revenues on the face of the income statement to distinguish this income stream from revenues arising from other activities and provide a greater understanding of the operating activities of the Group. Where negative interest rates apply, the Group recognises interest paid on cash assets as a treasury expense and interest received on clearing members’ margin as treasury income. (vi)Other income Other income is income not attributable to the typical business model of the Group. Other income primarily consists of transitional income from services provided by Borsa Italiana Group to London Stock Exchange Group (LSEG) to facilitate the transition of ownership following the acquisition of Borsa Italiana Group. (vii)Contract balances Receivables A receivable represents the Group’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due from the customer). The Group refers to billed receivables as trade receivables, whereas unbilled receivables are referred to as contract receivables by the Group. Contract assets A contract asset is the conditional right to consideration in exchange for goods or services transferred to the customer. Contract assets are transferred to receivables when the entitlement to consideration becomes unconditional and only the passage of time is required before payment is due. Contract liabilities A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract. (viii)Significant financing component Generally, the Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. The primary exception considers contracts containing listing services. As the payment for listing admission services appears upfront the start of the contract, the period between revenue Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 239 recognition from listing admission services and payment by the customer can exceed one year. However the Group determined that the payment terms were structured not with the primary purpose of obtaining financing from the customer, but to minimise the risk of non-payment as there is not a stated duration of the period of the listing. As a consequence, the Group does not adjust any of the transaction prices for the time value of money. (viv)Cost to obtain or fulfil a contract The Group does not incur material costs to obtain contracts such as sales commissions. Costs to fulfil a contract are costs that relate directly to a contract or a specifically anticipated contract, generate or enhance resources of the Group that will be used to satisfy future performance obligations, and are recoverable. Costs to fulfil a contract are capitalised and amortised on a straight line basis over the term of the specific contract it relates to, consistent with the pattern of recognition of the associated revenue. U).Non-underlying items Non-underlying items are items of income and expense that are material by their size and/or that are infrequent and unusual by their nature or incidence are not considered to be incurred in the normal course of business and are classified as non-underlying items on the face of the income statement within their relevant category in order to provide further understanding of the ongoing sustainable performance of the Group. Non-underlying items include: • Operating income and expense items which are material by their size and/or are infrequent and unusual by their nature, such as integration or double run costs of significant projects (one side of the cost to resource both the old and the new services within the project), restructuring costs and costs related to acquisitions that change the perimeter of the Group. • Non-operating income and expense items which are material by their size and/or are infrequent and unusual by their nature, such as one-off finance costs, gains or losses on sale of subsidiaries and impairments of investments. • Amortisation and impairment of intangible assets which are recognised as a result of acquisitions. These intangible assets mostly comprise customer relationships, brand names and software that were identified during purchase price allocation (PPA). This amortisation is presented as a non-underlying item in order to provide more meaningful information regarding the Group’s sustainable performance. • Tax related to non-underlying items. V).Taxation The income tax expense for the fiscal year is comprised of current and deferred income tax. Income tax expense is recognised in the Income Statements, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the income tax impact is also recognised in other comprehensive income or directly in equity. (i)Current income tax The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operates and generates taxable income. The Group recognises liabilities for uncertain tax treatment when it is not probable that the tax authorities will accept the tax treatment. The liabilities are measured through one of the following methods depending on which method is expected to best predict the resolution of the tax uncertainty: a)The most likely amount – the single most likely amount in a range of possible outcomes. The most likely amount may better predict the resolution of the uncertainty if the possible outcomes are binary or are concentrated on one value. b)The expected value – the sum of the probability- weighted amounts in a range of possible outcomes. The expected value may better predict the resolution of the uncertainty if there is a range of possible outcomes that are neither binary nor concentrated on one value. Estimated liabilities for uncertain tax treatments, along with estimates of interest and penalties, are presented within income taxes payable on the Balance Sheet and are included in current income tax expense in the Statement of Profit or Loss. (ii)Deferred income tax Deferred income tax is recognised on temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in these Consolidated Financial Statements. However, deferred income tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss and at the time of the transaction, does not give rise to equal amounts of taxable and deductible temporary differences. If a transaction that is not a business combination gives rise to equal amounts of taxable and deductible differences, deferred taxation on the taxable temporary difference and the deductible temporary differences will be accounted for, which at initial recognition are equal and offset to zero (i.e. leases). Deferred income tax is determined using tax rates that have been enacted or substantively enacted at the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences or tax losses can be utilised. Deferred income tax is provided on temporary differences arising from investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority on the same taxable entity. W).Non-current assets held for sale The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. 8 Financial Statements 240 2022 UNIVERSAL REGISTRATION DOCUMENT Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense. The criteria for held for sale classification is regarded as met only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from the date of the classification. Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale. Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position. X).Critical accounting estimates and assumptions In the application of the Group’s accounting policies, management is required to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. The following critical assumptions concerning the future, and other critical sources of estimation uncertainty at the end of the reporting period, have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year: (i)Impairment of goodwill The Group performs goodwill impairment reviews in accordance with the accounting policy described above in Note 18. The recoverable amount of a CGU Group is determined based on a discounted cash flow approach, which requires the use of estimates. The critical assumptions used and the related sensitivity analysis are described in Note 18. (ii)Income taxes Due to the inherent complexities arising from the nature of the Group’s business, and from conducting business and being taxed in a substantial number of jurisdictions, critical assumptions and estimates are required to be made for income taxes. The Group computes income tax expense for each of the jurisdictions in which it operates. However, actual amounts of income tax due only become final upon filing and acceptance of the tax return by relevant authorities, which may not occur for several years subsequent to issuance of these Consolidated Financial Statements. The estimation of income taxes also includes evaluating the recoverability of deferred income tax assets based on an assessment of the ability to use the underlying future tax deductions against future taxable income before they expire. This assessment is based upon existing tax laws and estimates of future taxable income. To the extent estimates differ from the final tax return, earnings may be affected in a subsequent period. The Group operates in various countries with local tax regulations. New tax legislation being issued in certain territories as well as transactions that the Group enters into regularly result in potential tax exposures. The calculation of our tax liabilities involves uncertainties in the application of complex tax laws. Our estimate for the potential outcome of any uncertain tax treatment is highly judgmental. However, the Group believes that it has adequately provided for uncertain tax treatments. Settlement of these uncertainties in a manner inconsistent with our expectations could have a material impact on our results of operations, financial condition and cash flows. The Group recognises a liability for uncertain tax treatments when it is not probable that a taxation authority will accept an uncertain tax treatment. (iii)Fair value of equity investments The Group holds investments in unlisted equity securities which are carried at fair value in the balance sheet. The valuation methodology and critical assumptions are described in Note 20 and 35. (iv)Classification of investments in associates The Group classifies the interest in LCH SA as an investment in associate suggesting significant influence even though it owns less than 20% of the voting rights (see Note 7). The Group concluded that it has significant influence over this investment, which is derived from the governance structure that was put in place, the Group’s position as the largest customer and sole minority shareholder of LCH SA. (v)Contingent consideration and buy options resulting from business combinations The Group may structure its business combinations in a way that leads to recognition of contingent consideration to selling shareholders and/or buy options for equity held by non-controlling interests. Contingent consideration and buy options are recognised at fair value on acquisition date. When the contingent consideration or buy option meets the definition of a financial liability or financial instrument, it is subsequently re-measured to fair value at each reporting date. The determination of fair value is based on the expected level of EBITDA3 over the last 12 months that precede the contractual date (in case of contingent consideration) or exercise date of the underlying call- and put options (in case of buy option). The Group monitors the expected EBITDA3 based on updated forecast information from the acquired companies involved. (vi)Purchase price allocation The cost of other intangible assets that are acquired in the course of business combinations, corresponds to their acquisition date fair values. Depending on the nature of the intangible asset, fair value is determined by application of: ▪Market approach (by reference to comparable transactions) ▪Income approach (Relief-from-Royalty- or Multi- period Excess Earnings Method) ▪Cost approach Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 241 Assets with a finite useful life are amortised using the straight-line method over their expected useful life. Assets with an indefinite useful life are tested for impairment at least once a year. (vii)Revenue from contracts with customers The Group applied the following judgments that significantly affect the determination of the amount and timing of revenue from contracts with customers: Identifying performance obligations and determining the timing of revenue recognition of Listing admission fees The Group provides services related to the initial (and subsequent) listing of securities on its markets and hereto directly related corporate action services, and ongoing services related to the continuous listing. The Group determined that the admission services around initial (and subsequent) admission and its directly related corporate action services do not transfer a good or service to the customer, but are considered activities that the Group needs to undertake to enable the customer to be listed. The Group concluded that these activities should be combined with the ongoing listing services and should be used as inputs to produce the combined output, which is the service of being listed. As the service of being listed is satisfied over a period of time, as the customer simultaneously receives and consumes the benefits from the service, the related revenues are therefore recognised over a period of time. The Group determined that the period of time that best reflects the satisfaction of listing admission services is the period over which the customer actually benefits from the admission. An average lifetime of companies being listed on Euronext markets would serve as best proxy for the period that a listing customer benefits from an admission. Specific local market characteristics can result and would justify differences in amortisation terms. Based on historic evidence, the Group has defined the following average lifetimes for the relevant groupings of listed securities: Equity admissions: 5-12 years Bond- and fund admissions: 3 years Equity subsequent admissions (follow-on’s):3 years Revenue from the listing admission services is therefore recognised over those periods of time. Cost to obtain or fulfil a contract related to listing admission services The Group has considered the type of cost that is directly associated to a listing contract and that can be separately identifiable. Such cost would typically concern staff cost incurred by the Listings team involved in admission- and subsequent listing of an issuer. There is no correlation between number of listings and staff cost associated to the Listings team. The majority of the cost to obtain and fulfil the contract is incurred in the period before the actual admission. The remaining cost associated to an admission and subsequent listing that is recorded post-admission, and its impact on the Group’s income statement, would be marginal, therefore the Group has decided not to capitalise cost incurred to obtain- or fulfil listing contracts. Principal versus agent considerations The Group entered into a clearing agreement with LCH SA in respect of the clearing of trades on our continental Europe derivatives markets (the “Derivatives Clearing Agreement”). Under the terms of this Derivatives Clearing Agreement Euronext agreed with LCH SA to share revenues and receives clearing fee revenues based on the number of trades on these markets cleared through LCH SA. In exchange for that, we have agreed to pay LCH SA a fixed fee plus a variable fee based on revenues. The definition of the accounting treatment of this agreement requires significant management judgment for the valuation and weighting of the indicators leading the principal versus agent accounting analysis. Based on all facts and circumstances around this arrangement, management has concluded that Euronext is ‘principal’ in providing Derivatives clearing services to its trading members. Therefore Euronext recognises (i) the clearing fees received are classified as post trade revenues, and (ii) the fixed and variable fees paid to LCH SA as other operational expenses. (viii)Provision for expected credit losses of trade and contract receivables The Group uses a provision matrix to calculate ECLs for trade and contract receivables. To measure expected credit losses, trade and contract receivables have been grouped based on shared credit risk characteristics and the days past due. The historical loss rates are based on the payment profiles of the sales over a period of 24 months before reporting date and the corresponding historical credit loss experience within this period. The historical loss rates are adjusted to reflect current and forward-looking factors specific to the debtors and economic environment. The provision matrix is initially based on the Group’s historical observed default rates. The Group will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed. The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future. The information about the ECLs on the Group’s trade and contract receivables is disclosed in Note 37.5.1 (ix)Determining the lease term of contracts with extension and termination options In determining the lease term, management assesses the period for which the contract is enforceable. It considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). If the Group concludes that the contract is enforceable beyond the notice period of a cancellable lease (or the initial period of a renewable lease), it then need to assess whether the Group is reasonably certain not to exercise the option to terminate the lease. However in general, the Group’s lease portfolio contains very limited leases that include renewal -or termination options. 8 Financial Statements 242 2022 UNIVERSAL REGISTRATION DOCUMENT (x)Estimating the incremental borrowing rate (IBR) The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group ‘would have to pay’, which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Group estimates the IBR using the observable inputs (such as market interest rates) when available and makes certain entity-specific estimates if needed. Y).Correction of misstatements (i)Non-controlling interests In November 2022, following reassessment of its non- controlling interests position, the Group discovered a computational error in calculating non-controlling interest related to the acquisition of Borsa Italiana Group on 28 April 2021. Based on the reassessment, the Group determined that it had understated non-controlling interests and understated the amount of goodwill in the balance sheet for the year ended 31 December 2021. Because the measurement period for the business combination ended on 28 April 2022 and therefore the one-year window for adjustments to the PPA no longer applies, the Group has restated the balance sheet retrospectively in accordance with IFRS 3.50, as the item comprises an error in accordance with IAS 8. The following tables summarizes the impact on the Group’s consolidated financial statements. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 243 Impact on balance sheet (Increase /(decrease)): Year ended In thousands of euros As at 31 December 2021 Increase / (decrease) 31 December 2021 (Restated) Assets Non-current assets Goodwill and other intangible assets 6,178,067 37,777 6,215,844 Total non-current assets 6,710,828 37,777 6,748,605 Total assets 145,868,536 37,777 145,906,313 Equity and liabilities Equity Non-controlling interests 85,337 37,777 123,114 Total equity 3,732,923 37,777 3,770,700 Total equity and liabilities 145,868,536 37,777 145,906,313 Impact on statement of changes in equity (increase/(decrease)): In thousands of euros Non-controlling interests Total equity Balance as at 31 December 2021 (originally reported) 85,337 3,732,923 Non-controlling interests on acquisition of subsidiary 37,777 37,777 Balance as at 31 December 2021 (restated) 123,114 3,770,700 The correction had no impact on the profit for the year ended 31 December 2021. The impact on the profit attributions to the owners of the parent and to non-controlling interests, as well as the impact on basic earnings per share and diluted earnings per share was not material. The correction had no impact on the outcome of the goodwill impairment test as performed at 31 December 2021. The goodwill related to the acquisition of Borsa Italiana Group is included in the Euronext CGU, which provides sufficient headroom to absorb the impact of the correction. (ii) Legal reserve In the second half of 2022, management discovered that in prior periods some of the Dutch subsidiaries of Euronext N.V. had incorrectly applied article 365, Book 2 of the Dutch Civil Code, and as a result did not recognise a legal reserve for the carrying amount of capitalised development costs. As the legal reserve for capitalised development costs is restricted for distribution, this can impact the reserve for “non-distributable retained earnings and other reserves regarding subsidiaries” in the company financial statements of Euronext N.V. Management recalculated the legal reserve for “non- distributable retained earnings and other reserves regarding subsidiaries” and concluded that the reserve was understated for the 2021 and prior financial years. Reference is made to Note 41 of the company financial statements for further details on the impacts of the correction. Z).Change of presentation in the income statement and updated accounting policy As from 1 January 2022, the Group removed the line 'exceptional items' from its consolidated income statement and introduced a columnar format for the presentation of 'underlying' and 'non-underlying' items. This change has been established in order to provide the reader with supplemental data relating to the Group's financial condition and results of operations. The Group presents profit for the year before any 'non-underlying' items as this highlights more clearly trends in the Group’s business and gives an indication of the Group’s ongoing sustainable performance. Accordingly, the exceptional items accounting policy, as presented in the consolidated financial statements for the year ended 31 December 2021, has been replaced by an updated accounting policy to reflect the extension to 'non- underlying' items. The updated accounting policy is reflected at section U). above. The above changes resulted in the following re-presentation of exceptional items to their respective categories for the comparative period: 8 Financial Statements 244 2022 UNIVERSAL REGISTRATION DOCUMENT Year ended In thousands of euros Reported 31 December 2021 Increase / (decrease) Re-presented 31 December 2021 Statement of Profit or Loss (extract) Salaries and employee benefits (275,883) (11,190) (287,073) Depreciation and amortisation (125,747) (8,825) (134,572) Other operational expenses (269,928) (27,791) (297,719) Operating profit before exceptional items 627,097 (47,806) 579,291 Exceptional items (47,806) 47,806 — Operating profit 579,291 — 579,291 Statement of Cash Flows (extract) Adjustments for: • Depreciation and amortisation 125,747 8,825 134,572 • Changes in working capital and provisions 49,887 (8,825) 41,062 Cash flow from operating activities 289,712 — 289,712 AA).Changes in accounting policies and disclosures The International Accounting Standards Board (IASB) continues to issue new standards and interpretations, and amendments to existing standards. The Group applies these new standards when effective and endorsed by the European Union. The Group has not opted for early adoption for any of these standards. (i)New and amended standards and interpretations The Group has applied the following standards and amendments for the first time for their annual reporting period commencing 1 January 2022. Amendments to IFRS 3 – References to the conceptual framework The amendments replaced the reference to an old version of the IASB’s Conceptual Framework (the 1989 Framework) with a reference to the current version issued in March 2018 (the Conceptual Framework). The amendments further added an exception to the recognition principle in IFRS 3. That is, for liabilities and contingent liabilities that would be within the scope of IAS 37 or IFRIC 21, if incurred separately, an acquirer would apply IAS 37 or IFRIC 21, respectively, instead of the Conceptual Framework, to identify the obligations it has assumed in a business combination. The amendment further added an explicit statement in the standard that an acquirer cannot recognise contingent assets acquired in a business combination. These amendments had no impact on the consolidated financial statements of the Group, as there were no contingent assets, liabilities or contingent liabilities within the scope of these amendments that arose during the period. Amendments to IAS 16 – Proceeds before intended use The amendments address the accounting for any proceeds received from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. The amendments specify that an entity would recognise the proceeds from selling such items, and the costs of producing those items, in profit or loss. These amendments had no impact on the consolidated financial statements of the Group, as there were no sales of such items produced by property, plant and equipment made available for use on or after the beginning of the earliest period presented. Amendments to IAS 37 – onerous contracts – cost of fulfilling a contract The amendments specify which costs an entity needs to include when assessing whether a contract is onerous or loss-making. The amendments specify that the cost of fulfilling a contract comprises the costs that relate directly to the contract. Costs that relate directly to a contract consist of both: ▪the incremental costs of fulfilling that contract— for example, direct labour and materials; and ▪an allocation of other costs that relate directly to fulfilling contracts—for example, an allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling that contract among others. The amendments further specify that before a separate provision for an onerous contract is established, an entity recognises any impairment loss that has occurred on assets used in fulfilling the contract. The amendments had no impact on the Group’s consolidated financial statements, as the Group had not identified any contracts as being onerous in accordance with IAS 37. The onerous lease contract of the Basildon Data Centre is accounted for in accordance with IFRS 16, hence these amendments are not applicable for this contract. Annual Improvements Cycle - 2018-2020 The IASB issued the 2018-2020 cycle improvements to its standards and interpretations. These improvements include: • IFRS 9 Financial instruments – The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability, when determining whether to derecognise a financial liability that has been modified or exchanged. There is no similar amendment proposed for IAS 39. In accordance with the transitional provisions, the Group applies the amendments to financial liabilities that are modified or exchanged on or after the beginning of the annual reporting period in which the entity first applies the amendment. The amendments had no impact on the consolidated financial statements of the Group, as there were no modifications of the Group’s financial instruments during the period. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 245 • IFRS 1 First-time adoption of IFRS. These amendments had no impact on the consolidated financial statements of the Group. • IAS 41 Agriculture. These amendments had no impact on the consolidated financial statements of the Group. (ii)Future implications of new and amended standards and interpretations not yet adopted The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these new and amended standards and interpretations, if applicable, when they become effective. IFRS 17 - Insurance Contracts In May 2017, the IASB issued IFRS 17 Insurance Contracts (IFRS 17), a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. IFRS 17 is effective for reporting periods beginning on or after 1 January 2023, with comparative figures required. This standard does not affect the Group. Amendments to IAS 1 - Classification of Liabilities as Current or Non-current In January 2020, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify: • What is meant by a right to defer settlement • That a right to defer must exist at the end of the reporting period • That classification is unaffected by the likelihood that an entity will exercise its deferral right • That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and must be applied retrospectively. The Group is currently assessing the impact the amendments will have on current practice. Amendments to IAS 1 - Non-current Liabilities with Covenants In October 2022, the IASB issued Non-current Liabilities with Covenants, which amended IAS 1 Presentation of Financial Statements. The amendments: • Modify the requirements introduced by 'Classification of Liabilities as Current or Non-current' on how an entity classifies debt and other financial liabilities as current or non-current in particular circumstances: Only covenants with which an entity is required to comply on or before the reporting date affect the classification of a liability as current or non-current. In addition, an entity has to disclose information in the notes that enables users of financial statements to understand the risk that non-current liabilities with covenants could become repayable within twelve months. • Defer the effective date of the 2020 amendments to 1 January 2024. The amendments are effective for reporting periods beginning on or after 1 January 2024. The amendments are applied retrospectively and earlier application is permitted. The Group is currently assessing the impact the amendments will have on current practice. Amendments to IAS 8 - Definition of Accounting Estimates In February 2021, the IASB issued amendments to IAS 8, in which it introduces a definition of ‘accounting estimates’. The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. Also, they clarify how entities use measurement techniques and inputs to develop accounting estimates. The amendments are effective for annual reporting periods beginning on or after 1 January 2023 and apply to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period. Earlier application is permitted as long as this fact is disclosed. The amendments are not expected to have a material impact on the Group. Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting Policies In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements, in which it provides guidance and examples to help entities apply materiality judgements to accounting policy disclosures. The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their ‘significant’ accounting policies with a requirement to disclose their ‘material’ accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. The amendments to IAS 1 are applicable for annual periods beginning on or after 1 January 2023 with earlier application permitted. Since the amendments to the Practice Statement 2 provide non-mandatory guidance on the application of the definition of material to accounting policy information, an effective date for these amendments is not necessary. The Group is assessing the impact of the amendments to determine the impact they will have on the Group’s accounting policy disclosures. Amendment to IAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single Transaction The amendments clarify that the initial recognition exemption does not apply to transactions in which equal amounts of deductible and taxable temporary differences arise on initial recognition. The amendments are effective for annual reporting periods beginning on or after 1 January 2023. The Group is currently assessing the impact of these amendments on the Group’s consolidated financial statements. There are no other IFRS’s or IFRIC interpretations not yet effective, that would be expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions. 8 Financial Statements 246 2022 UNIVERSAL REGISTRATION DOCUMENT Note 4.Group information The following table provides an overview of the Group’s subsidiaries, associates, joint-ventures and non-current investments: Ownership Subsidiaries Domicile As at 31 December 2022 As at 31 December 2021 Euronext Amsterdam N.V. The Netherlands 100.00% 100.00% Euronext Brussels S.A./N.V. Belgium 100.00% 100.00% Euronext IP & IT Holding B.V. The Netherlands 100.00% 100.00% Euronext Hong Kong Limited Hong Kong 100.00% 100.00% Euronext Lisbon S.A. (a) Portugal 100.00% 100.00% Euronext London Ltd. United Kingdom 100.00% 100.00% Euronext Paris S.A. France 100.00% 100.00% Euronext Technologies S.A.S. France 100.00% 100.00% Euronext Technologies Unipessoal Lda. Portugal 100.00% 100.00% Euronext Technologies S.r.l. Italy 100.00% 100.00% Interbolsa S.A. (b),(c) Portugal 100.00% 100.00% The Irish Stock Exchange Plc. (d) Ireland 100.00% 100.00% Euronext Corporate Services B.V. The Netherlands 100.00% 100.00% Company Webcast B.V. The Netherlands 100.00% 100.00% iBabs B.V. The Netherlands 100.00% 100.00% Euronext Corporate Services UK Ltd. United Kingdom 100.00% 100.00% Euronext Corporate Services Sweden AB Sweden 100.00% 100.00% Euronext US Inc. United States 100.00% 100.00% Euronext Market Services LLC United States 100.00% 100.00% Euronext Markets Americas LLC United States 100.00% 100.00% Euronext FX Inc. United States 100.00% 100.00% Euronext Markets Singapore Pte Ltd. Singapore 100.00% 100.00% Euronext UK Holdings Ltd. United Kingdom 100.00% 100.00% Commcise Software Ltd. United Kingdom 100.00% 100.00% Euronext India Private Limited India 100.00% 100.00% Oslo Børs ASA Norway 100.00% 100.00% Verdipapirsentralen ASA ("VPS") (c) Norway 100.00% 100.00% Fish Pool ASA Norway 97.00% 97.00% NOTC AS Norway 100.00% 100.00% Euronext Nordics Holding AS Norway 100.00% 100.00% Finance Web Working SAS (e) France 0.00% 60.00% Nord Pool Holding AS Norway 66.00% 66.00% Nord Pool AS Norway 66.00% 66.00% Nord Pool Finland Oy Finland 66.00% 66.00% Nord Pool AB Sweden 66.00% 66.00% Nord Pool Consulting AS Norway 0.00% 66.00% Nord Pool European Market Coupling Operator AS Norway 66.00% 66.00% Nord Pool European Market Coupling Operator AB Sweden 0.00% 66.00% Nord Pool European Market Coupling Operator OY Finland 0.00% 66.00% Euronext Corporate Services Finland Oy Finland 100.00% 100.00% Euronext Corporate Services France S.A.S. France 100.00% 100.00% VP Securities AS (c) Denmark 100.00% 100.00% Euronext Italy Merger S.r.l. Italy 0.00% 100.00% Euronext Holding Italia S.p.A. Italy 100.00% 100.00% GATElab S.r.l. Italy 100.00% 100.00% GATElab Ltd. United Kingdom 100.00% 100.00% Bit Market Services S.p.A. (h) Italy 99.99% 99.99% Borsa Italiana S.p.A. Italy 99.99% 99.99% Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 247 Cassa di Compensazione e Garanzia S.p.A. (f) Italy 99.99% 99.99% Monte Titoli S.p.A. (c) Italy 98.92% 98.92% MTS S.p.A. Italy 62.52% 62.52% MTS Markets International Inc. (g) United States 0.00% 62.52% Marche de Titres France SAS France 62.52% 62.52% Euro MTS Ltd. United Kingdom 62.52% 62.52% Elite S.p.A. Italy 74.99% 74.99% Elite Club Deal Ltd. (h) United Kingdom 74.99% 74.99% Elite SIM S.p.A. Italy 74.99% 74.99% Euronext Corporate Services GmbH (i) Germany 100.00% 0.00% Euronext Corporate Services S.r.l. Italy 100.00% 100.00% Stichting Euronext Foundation (j) The Netherlands 0.00% 0.00% Associates Domicile LCH SA France 11.10% 11.10% Tokeny S.a.r.l. Luxembourg 18.93% 18.93% ATS Advanced Technology Solutions S.p.A. (k) Italy 30.00% 0.00% MTS Associated Markets SA Belgium 23.00% 23.00% Joint Ventures Domicile LiquidShare S.A. (h) France 16.23% 16.23% FinansNett Norge Norway 50.00% 50.00% Non-current investments Domicile Sicovam Holding S.A. France 9.60% 9.60% Euroclear Holding S.A./N.V. Belgium 3.53% 3.53% Nordic Credit Rating AS Norway 5.00% 5.00% Association of National Numbering Agencies Belgium 2.20% 2.20% Investor Compensation Company Designated Activity Company Ireland 33.30% 33.30% (a)Legal name of Euronext Lisbon S.A. is Euronext Lisbon - Sociedade Gestora de Mercados Regulamentados, S.A. (b)Legal name of Interbolsa S.A. is Interbolsa - Sociedade Gestora de Sistemas de Liquidaçao e de Sistemas Centralizados de Valores Mobiliários, S.A. (c)Interbolsa S.A., Verdipapirsentralen ASA, VP Securities AS and Monte Titoli S.p.A. respectively operate under the business names "Euronext Securities Porto", "Euronext Securities Oslo", "Euronext Securities Copenhagen" and "Euronext Securities Milan". (d)The Irish Stock Exchange plc. operates under the business name Euronext Dublin. (e)On 3 March 2022, the Group sold its 60% ownership in Finance Web Working ("Euronext Funds360"). (f)Cassa di Compensazione e Garanzia S.p.A.operates under the business name "Euronext Clearing". (g)On 15 December 2022, the Group finalised the sale of MTS Markets International Inc. (see Note 2 ). (h)Bit Market Services S.p.A., Elite Club Deal Limited and LiquidShare S.A. are under liquidation. (i)Euronext Corporate Services GmbH was incorporated on 5 August 2022. (j)Stichting Euronext Foundation is not owned by the Group but included in the scope of consolidation. (k)On 1 December 2022, the Group acquired a 30% interest in ATS Advanced Technology Solutions S.p.A. (see Note 7). Note 5.Business combinations The acquisitions that occurred during the year are set out below. 5.1Acquisition of Spafid's Issuer Services Business On 1 April 2022, the Group acquired the Issuer Services Business of Spafid S.p.A., which operates as an investment advisory firm and is a fully owned subsidiary of Mediobanca S.p.A. The purchase consideration for this business acquisition amounted to €12.0 million. The acquisition is an important step to further develop local added-value services to issuers, and to deliver on Euronext Securities’ ambition to converge issuers services across all its locations (Denmark, Norway, Portugal and Italy). The agreement includes the transfer of business relationships with over 200 trusted customers, hardware, technical software tools and experienced personnel who will oversee and manage all operational aspects of the services. The initial book values of the net assets acquired were considered not material from a Euronext Group perspective. The Group identified €5.6 million of customer relationships and €0.5 million of software intangible assets as part of the purchase price allocation. The related goodwill amounted to €5.9 million. Acquisition related costs of €0.4 million were expensed and recognised as non-underlying other operational expenses. 8 Financial Statements 248 2022 UNIVERSAL REGISTRATION DOCUMENT 5.2Acquisition of the technology businesses from Nexi’s capital markets activities On 1 December 2022, the Group acquired the technology businesses of Nexi S.p.A., an Italian bank specialised in payment systems, currently powering MTS and Euronext Securities Milan. The purchase price for this business acquisition approximates €57 million (on a debt free, cash free basis). This acquisition is a new step in the Group’s strategy to leverage its integrated value chain as it further enhances the Group’s technology competencies and capabilities in trading and post trade. The acquisition will also strengthen the core operations of MTS and Euronext Securities Milan. With this acquisition, the Group internalises the core trading platform of MTS and its largest IT contract. It enables Euronext to become more agile and efficient by fully owning the technology powering MTS and Euronext Securities Milan. As the initial book values of the net assets acquired were considered not material from a Euronext Group perspective, the preliminary goodwill equals the purchase consideration pending final valuation outcomes of the net identifiable assets acquired (including software and customer relationships), which had not been completed by the date these consolidated financial statements were authorised for issuance by Euronext N.V.’s Supervisory Board. Consequently, the goodwill is subject to subsequent purchase price allocation adjustments. Note 6.Non-controlling interests (NCI) Financial information of subsidiaries that have material non-controlling interest is provided below. Proportion of equity interest held by non-controlling interests: Name of entity Place of business / country of Incorporation % of ownership interest held by NCI 2022 2021 % % Nord Pool Holding AS Norway 34.00 34.00 MTS S.p.A. Italy 37.48 37.48 The summarised financial information of these subsidiaries is provided below. This information is based on amounts before inter-company eliminations. Summarised balance sheet Nord Pool Holding AS MTS S.p.A (In thousands of euros) 31 Dec 2022 31 Dec 2021 31 Dec 2022 31 Dec 2021 (a) Current assets 159,574 264,296 51,113 67,185 Current liabilities 131,173 237,801 33,192 19,433 Current net assets 28,401 26,495 17,921 47,752 Non-current assets 26,084 31,289 358,026 312,784 Non-current liabilities 5,137 6,816 74,355 81,174 Non-current net assets 20,947 24,473 283,671 231,610 Net assets 49,348 50,968 301,592 279,362 Accumulated NCI 16,778 17,329 113,022 103,430 (a) The comparative period was adjusted. Summarised statement of comprehensive income Nord Pool Holding AS MTS S.p.A (In thousands of euros) 2022 2021 2022 2021 (a) Revenue 42,156 38,202 79,073 59,010 Profit for the year 7,141 3,674 26,505 4,611 OCI (180) (415) 65 13 Total comprehensive income 6,961 3,259 26,570 4,624 Profit / (loss) allocated to NCI 2,428 1,249 9,934 1,728 Dividends paid to NCI 2,251 2,526 8,345 9,157 (a) As from acquisition date. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 249 Summarised cash flow information Nord Pool Holding AS MTS S.p.A (In thousands of euros) 2022 2021 2022 2021 (a) Cash flow from operating activities (18,723) 55,077 665 33,902 Cash flow from investing activities (1,393) (1,417) 38,423 (1,916) Cash flow from financing activities (7,343) (8,082) (4,484) (9,866) Non-cash exchange gains/ (losses) (15,811) 5,431 — — Net increase / (decrease) in cash and cash equivalents (43,270) 51,009 34,604 22,120 (a) As from acquisition date. Note 7.Investments in associates and joint ventures 7.1.Interests in associates and joint ventures Set out below are the associates and joint ventures of the Group as at 31 December 2022. The country of incorporation or registration is also their principal place of business, and the proportion of ownership interest is the same as the proportion of voting rights held. Name of entity Place of business / country of Incorporation % of ownership interest Nature of relationship Carrying amount (In thousands of euros 2022 2021 2022 2021 % % LCH SA France 11.1% 11.1% Associate (a) 70,563 66,809 Immaterial joint ventures 348 2,032 Immaterial associates 1,098 396 Total equity accounted investments 72,009 69,237 (a)LCH SA is a Continental European clearing house, offering clearing services for a diverse range of asset classes. As described in Note 3, the Group has determined that it has significant influence over LCH SA even though it only holds 11.1% of the voting rights. 7.2Commitments and contingent liabilities in respect of associates and joint ventures The Group has no outstanding contingent liabilities with respect to its associates or joint ventures. 7.3Summarised financial information for associates and joint ventures The tables below provide summarised financial information for those associates and joint ventures that are material to the Group. The information disclosed reflects the amounts presented in the financial statements of the relevant associates or joint ventures and not Euronext’s share of those amounts. They have been amended to reflect adjustments made by the entity when using the equity method, including fair value adjustments and modifications for differences in accounting policy. Summarised balance sheet LCH SA (In thousands of euros) 31 Dec 2022 31 Dec 2021 Non-current assets 141,920 131,776 Current assets 579,389,798 533,620,624 Non-current liabilities (6,900) (12,700) Current liabilities (579,051,100) (533,299,800) Net assets 473,718 439,900 Reconciliation to carrying amounts: Opening net assets 1 January 439,900 391,712 Adjustments (4,782) (4,812) Profit/(loss) for the year (a) 101,700 112,700 Other comprehensive income (3,184) 300 Dividends paid (59,916) (60,000) Closing net assets 473,718 439,900 Group's share in % 11.1% 11.1% Group's share in thousands of euros 52,583 48,829 Goodwill 17,980 17,980 Carrying amount 70,563 66,809 8 Financial Statements 250 2022 UNIVERSAL REGISTRATION DOCUMENT (a)In 2022, LCH SA contributed a €10.4 million profit (2021: €12.0 million) to the line ‘Share of net profit/(loss) of associates and joint ventures accounted for using the equity method, and impairments thereof’ in the Consolidated Statement of Profit or Loss. Summarised statement of comprehensive income LCH SA (In thousands of euros) 2022 2021 Revenue 204,100 210,700 Profit from continuing operations 101,700 112,700 Profit from discontinued operations — — Profit for the year 101,700 112,700 Other comprehensive income (3,184) 300 Total comprehensive income 98,516 113,000 Dividends received from associates 6,748 6,699 7.4Individually immaterial associates and joint ventures In addition to the interest in material associates and joint ventures disclosed above, the Group also has interests in individually immaterial associates and individually immaterial joint ventures, that are all accounted for using the equity method. Individually immaterial associates The Group has an 18.93% interest in Tokeny Solutions, a tokenisation platform that provides users end-to-end solutions to issue, manage and transfer tokenised securities on public blockchain. In the first half of 2021, following indications of a deteriorated future cash flow situation, the investment in associate Tokeny Solutions was impaired by €4.3 million to zero value. The Group also has an interest of 23.0% in MTS Associated Markets S.A., offering an electronic trading platform for sovereign securities (e.g. government bonds). On 1 December 2022, the Group acquired a 30% interest in ATS Advanced Technology Solutions S.p.A. (which line of business includes designing, developing, and producing prepackaged computer software) at consideration of €0.7 million. (In thousands of euros) 2022 2021 Aggregate carrying amount of individually immaterial associates 1,098 396 Aggregate amounts of the group's share of: Profit/(loss) from continuing operations 49 (135) Post-tax profit or loss from discontinued operations — — Other comprehensive income — — Total comprehensive income 49 (135) Individually immaterial joint ventures The Group has an interest of 50% in joint venture FinansNett Norge AS, a company offering data communications through a metropolitan area network (MAN) in Oslo. This network provides communication services for use by backup and disaster recovery solutions as used by brokers and other participants in the financial sector. In addition, the Group (sharing joint control with the other founders) has an interest of 16.23% in LiquidShare SAS, a fintech joint venture with the objective to improve SME’s access to capital markets and improving the transparency and security of post-trading operations using blockchain technology. In 2022, following indications of a deteriorated future cash flow situation and Board decision to propose to the Shareholders meeting to liquidate the entity, the investment in joint venture LiquidShare was impaired by €1.5 million to zero value. (In thousands of euros) 2022 2021 Aggregate carrying amount of individually immaterial joint ventures 348 2,032 Aggregate amounts of the group's share of: Profit/(loss) from continuing operations (142) (129) Post-tax profit or loss from discontinued operations — — Other comprehensive income — — Total comprehensive income (142) (129) Note 8.Revenue and income 8.1Revenue from contracts with customers 8.1.1Disaggregation of revenue from contracts with customers Substantially all of the Group’s revenues are considered to be revenues from contracts with customers. At 31 December 2022 and 2021, there were no customers that individually exceeded 10% of the Group’s revenue. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 251 Set out below is the disaggregation of the Group’s revenue from contracts with customers: Year ended 31 December Timing of revenue recognition Year ended 31 December Timing of revenue recognition In thousands of euros Product or service transferred Product or service transferred Major revenue stream 2022 at a point in time over time 2021 at a point in time over time Listing 218,380 14,989 203,391 189,689 14,314 175,375 of which Primary listing services and other 178,868 4,280 174,588 152,600 3,831 148,769 Corporate services 39,512 10,709 28,803 37,088 10,483 26,605 Trading revenue 514,125 491,609 22,516 465,265 449,926 15,339 of which Cash trading 301,714 295,330 6,384 293,684 289,098 4,586 Derivatives trading 58,380 56,743 1,637 52,458 51,256 1,202 Fixed income trading 92,951 78,456 14,495 65,783 56,232 9,551 FX trading 28,406 28,406 — 23,479 23,479 — Power trading 32,674 32,674 — 29,861 29,861 — Investor services 9,596 — 9,596 8,894 140 8,754 Advanced data services 212,053 1,523 210,530 183,607 1,275 182,332 Post-trade 364,519 206,701 157,818 320,570 185,537 135,033 of which Clearing 121,393 121,393 — 101,376 101,376 — Custody & Settlement and other 243,126 85,308 157,818 219,194 84,161 135,033 Euronext Technology solutions & other revenue 100,101 1,020 99,081 85,498 1,587 83,911 Total revenue from contracts with customers 1,418,774 715,842 702,932 1,253,523 652,779 600,744 The significant movements in revenues from contracts with customers during the year, related to the following: ■Listing revenue increased by €28.7 million, of which €17.0 million related to the inclusion of full year impact of Borsa Italiana Group. ■Cash -and derivatives trading revenue increased by €13.9 million, of which €20.4 million related to the inclusion of full year impact of Borsa Italiana Group. The decrease for the Group excluding Borsa Italiana, related to a significant drop in trading volume, given the current uncertain economic environment. ■Fixed income trading revenue increased by €27.2 million, which is almost fully related to the inclusion of full year impact of the MTS S.p.A. bond trading platform that was acquired as part of Borsa Italiana Group. ■Advanced data services revenues increased by €28.5 million, of which €21.9 million related to the inclusion of full year impact of Borsa Italiana Group. ■Clearing revenues increased by €20.0 million, of which €15.7 million is related to the inclusion of full year impact of clearing activity of Cassa di Compensazione e Garanzia S.p.A., that was acquired as part of Borsa Italiana Group. ■Custody & Settlement revenues increased by €23.9 million, of which €27.9 million is related to the inclusion of full year impact of activity of Monte Titoli S.p.A., the Italian CSD, that was acquired as part of Borsa Italiana Group. ■Technology solutions and other revenue increased by €14.6 million, of which €10.7 million is related to the inclusion of full year impact of Borsa Italiana Group. Set out below is the geographical information of the Group’s revenue from contracts with customers: In thousands of euros France Italy Netherlands United Kingdom Belgium Portugal Ireland United States Norway Sweden Denmark Finland Total 2022 Revenue from contracts with customers (a) 375,945 436,696 184,858 8,029 31,039 34,604 39,104 31,266 199,507 4,137 73,069 520 1,418,774 2021 Revenue from contracts with customers (a) 375,170 294,624 183,352 6,910 29,897 33,584 39,006 25,622 186,463 4,000 74,373 522 1,253,523 (a)Cash trading, Derivatives trading, Clearing and Advanced data services revenues are attributed to the country where the exchange is domiciled. Revenues from other categories are attributed to the billing entity. 8 Financial Statements 252 2022 UNIVERSAL REGISTRATION DOCUMENT 8.1.2Contract balances The Group has recognised the following assets and liabilities related to contracts with customers: In thousands of euros 31 December 2022 31 December 2021 1 January 2021 Trade receivables (Note 21) 271,829 290,726 107,633 Contract receivables (Note 21) 32,096 24,695 24,926 Contract liabilities (Note 33) 138,983 150,822 106,874 Trade receivables are non-interest bearing and are generally due on terms of 30 to 90 days and represent amounts in respect of billed revenue, for which the Group has an unconditional right to consideration (i.e. only the passage of time is required before payment of the consideration is due). Trade receivables decreased by €18.9 million, which is mainly attributable to lower outstanding power sales positions at Nord Pool, as a result of lower energy prices at the end of 2022 when compared to last year. Contract receivables represent amounts in respect of unbilled revenue, for which the Group has an unconditional right to consideration (i.e. only the passage of time is required before payment of the consideration is due). Contract receivables increased by €7.4 million, which is almost fully attributable to accrued income at Borsa Italiana Group. In 2022, €7.4 million (2021: €4.9 million) was recognised as provision for expected credit losses on trade and contract receivables. The increase in loss allowance provision, was primarily due to increased risk on specific debtors. Contract liabilities primarily relate to received consideration (or an amount of consideration is due) from customers for the initial (or subsequent) listing of equity securities, bond lifetime fees, indices licenses, software maintenance & hosting and corporate services. In 2022, contract liabilities decreased by €11.8 million, which primarily related to a drop in new IPOs and subsequent listings pipeline, as a result of negative sentiment caused by the current uncertain economic environment. Revenue recognised in the reporting period that was included in the contract liability balance at the beginning of the period amounted to €74.8 million (2021: €55.4 million). The increase is mainly explained by a higher balance at the beginning of the period, due to the inclusion of Borsa Italiana Group. The amount of revenue recognised in the reporting period from performance obligations satisfied (or partially satisfied) in previous periods was considered not material (2021: not material). 8.1.3Performance obligations Information about the Group’s performance obligations are described in Note 3 ‘Significant accounting policies and judgements’. The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) are as follows: In thousands of euros 31 December 2022 31 December 2021 Within one year 76,855 81,682 More than one year 72,595 82,032 Total 149,450 163,714 The remaining performance obligations expected to be recognised in more than one year primarily relate to the initial (or subsequent) listing of equity securities and bond lifetime fees which are recognised over the related listing period. Other performance obligations included in this category are software maintenance & hosting contracts, market data and Indices license contracts and corporate services license contracts. In 2022, the number of listing admissions (IPO's) significantly decreased when compared to prior year, causing a declining impact to the remaining performance obligations that are still to be satisfied in the upcoming years. 8.2Net treasury income through CCP business Income recognised in the CCP clearing business executed by Euronext Clearing includes net treasury income earned on margin and default funds, held as part of the risk management process. For the year ended 31 December 2022, 'underlying' net treasury income through CCP business amounted to €44.0 million (2021: €35.4 million) and is the result of gross interest income of €60.9 million (2021: €123.2 million), less gross interest expense of €16.8 million (2021: €87.8 million) (see Note 35). Where negative interest rates apply, the Group recognises interest paid on financial assets as a treasury expense, which amounted to €43.6 million (2021: €86.5 million), and interest received on clearing members’ margin as treasury income, which amounted to €27.2 million (2021: €91.1 million). In July 2022, the Group partially disposed of the debt investment portfolio held at Euronext Clearing. The related revaluation loss of €48.9 million was recycled from Other Comprehensive Income to 'non-underlying' net treasury income (see Note 12). 8.3Other income Other income primarily consists of transitional income from services provided by Borsa Italiana Group to London Stock Exchange Group (LSEG) to facilitate the transition of ownership following the acquisition of Borsa Italiana Group. Transitional Service Agreements (“TSAs”) were established, providing for temporary services rendered to or received from LSEG. Each individual service is priced separately, generally on a fixed fee basis, based on actual usage or mutually agreed service level. The agreement was established on arm's length basis. Services rendered to LSEG primarily include technology and various ancillary services. All such services to LSEG are transitional and, accordingly, the related income from LSEG is expected to be phased out after fiscal year 2023. Expenses for services received from LSEG under this agreement are recognised in other operational expenses (see Note 11). Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 253 Note 9.Salaries and employee benefits Year ended In thousands of euros 31 December 2022 31 December 2021 Salaries and other short term benefits (212,764) (199,378) Social security contributions (60,070) (55,760) Share-based payment costs (13,994) (10,394) Pension cost - defined benefit plans (7,590) (5,101) Pension cost - defined contribution plans (6,641) (5,167) Underlying salaries and employee benefits (301,059) (275,800) Non-underlying salaries and employee benefits (5,958) (11,273) Total (307,017) (287,073) Underlying salaries and employee benefits increased, as 2022 includes the full impact from Borsa Italiana Group, whereas the comparative period only includes the impact from Borsa Italiana Group as from the date of control, i.e. 29 April 2021. Non-underlying salaries and employee benefits mainly related to termination expenses linked to the integration of the Borsa Italiana Group activities with those of the Group and termination expenses in the various other Euronext entities (see Note 12). At the end of the year, the number of employees, based on full-time equivalents (FTE) stood at 2,203 (2021: 2,108). The increase in FTE was the result of additional employees from the acquired Spafid and Nexi businesses in 2022. In 2022, ‘Share based payments costs’ primarily contain costs related to the LTI Plans 2019, 2020, 2021 and 2022. Details of these plans are disclosed in Note 28. Note 10.Depreciation and amortisation Year ended In thousands of euros 31 December 2022 31 December 2021 Depreciation of tangible fixed assets (16,528) (15,471) Amortisation of intangible fixed assets (29,801) (23,179) Amortisation of right-of-use assets (22,500) (22,742) Underlying depreciation and amortisation (68,829) (61,392) Non-underlying depreciation and amortisation (91,362) (73,180) Total (160,191) (134,572) Underlying depreciation and amortisation increased, as 2022 includes the full impact from Borsa Italiana Group, whereas the comparative period only includes the impact from Borsa Italiana Group as from the date of control, i.e. 29 April 2021. Non-underlying depreciation and amortisation mainly related to amortisation of acquired intangible assets (PPA) and accelerated depreciation of the right-of-use asset of the datacentre in Basildon (see Note 12). Note 11.Other operational expenses Year ended In thousands of euros 31 December 2022 31 December 2021 Systems and communications (116,676) (86,169) Professional services (58,740) (67,177) Clearing expenses (a) (35,604) (33,650) Accommodation (13,533) (9,314) Other expenses (b) (80,532) (55,518) Underlying other operating expenses (305,085) (251,828) Non-underlying other operational expenses (21,259) (45,891) Total (326,344) (297,719) (a)Clearing expenses consist of the fees paid to LCH SA for services received under the Derivatives Clearing Agreement. (b)Other expenses include marketing, taxes, insurance, travel, professional membership fees, corporate management and other expenses. Underlying other operational expenses increased, as 2022 includes the full year impact from Borsa Italiana Group, whereas the comparative period only includes the impact from Borsa Italiana Group as from the date of control, i.e. 29 April 2021. Furthermore, the increase in other expenses is 8 Financial Statements 254 2022 UNIVERSAL REGISTRATION DOCUMENT due to higher travel costs and higher costs for corporate events, following the end of the COVID restrictions in 2022. In addition, underlying other operational expenses include expenses for services received from LSEG under the TSA agreements, which include the use of operational systems and infrastructure, as well as certain market data, hosting, connectivity and other services. The services received from LSEG are expected to be transitional. For the year ended 31 December 2022, approximately €10.4 million of transitional costs were recognised (2021: approximately €12.1 million). Non-underlying other operational expenses primarily comprises cost incurred to integrate the Borsa Italiana Group activities with those of the Group and costs related to acquisitions that change the perimeter of the Group (see Note 12). Note 12.Non-underlying items Year ended In thousands of euros 31 December 2022 31 December 2021 Non-underlying revenues and income Realisation of fair value changes upon disposal of debt investments a) (48,951) — (48,951) — Non-underlying salaries and employee benefits Integration -and double run costs b) (6,472) (7,548) Restructuring costs 514 (3,725) (5,958) (11,273) Non-underlying depreciation and amortisation Integration -and double run costs b) (6,912) (1,875) Amortisation and impairment of acquired intangible assets (PPA) c) (83,664) (70,366) Amortisation and impairment of other assets (786) (939) (91,362) (73,180) Non-underlying other operational expenses Integration -and double run costs b) (16,736) (18,094) Acquisition costs d) (3,426) (27,843) Litigation (provisions)/settlements (549) 710 Other (548) (664) (21,259) (45,891) Non-underlying non-operating items e) Finance costs — (9,907) Gain/(loss) on sale of subsidiaries 2,274 2,681 Impairment of associates and joint ventures (1,526) (4,294) 748 (11,520) Non-underlying items before tax (166,782) (141,864) Tax on non-underlying items f) 44,716 28,799 Non-controlling interest 4,585 873 Non-underlying profit / (loss) for the period attributable to the shareholders of the Company (117,481) (112,192) a)Following a one–off partial disposal of the debt investment portfolio held at Euronext Clearing, the Group recycled the related revaluation loss of €48.9 million from Other Comprehensive Income to net treasury income. b)The total integration- and double run costs amounted to €30.1 million (2021: €27.5 million) and were attributable to significant projects and activities to integrate the Borsa Italiana Group businesses with those of the Group. c)Amortisation of intangible assets that were recorded as a result of acquisitions amounted to €83.7 million (2021: €70.3 million). d)The acquisition costs of €3.4 million mainly related to the acquisitions of Spafid's Issuer Services Business and the technology businesses of Nexi S.p.A.. In the comparative period, the acquisition costs of €27.8 million related to the acquisition of Borsa Italiana Group. e)The non-underlying non-operating items comprised a €2.3 million gain/(loss) on sale of the interest in subsidiaries Finance Web Working SAS and MTS Markets International Inc. and a €1.5 million impairment of investment in joint venture LiquidShare. The comparative period included €9.9 million of fees related to the bridge loan facility, a €2.7 million gain on sale of the interests in subsidiaries Centevo AB and Oslo Market Solutions AS and a €4.3 million impairment of investment in associate Tokeny Solutions. f)After the determination that an item is taxable, the tax impact of the Group’s non-underlying items of the individual entities of the Group to which the non-underlying items relate, is computed based on the tax rates applicable to the respective territories in which the entity operates. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 255 Note 13.Net financing income / (expense) Year ended In thousands of euros 31 December 2022 31 December 2021 Interest expense (effective interest method) (36,587) (30,388) Interest in respect of lease liabilities (733) (718) Other finance costs 242 309 Underlying finance costs (37,078) (30,797) Non-underlying finance costs — (9,907) Total finance costs (37,078) (40,704) Interest income (effective interest method) 5,806 1,479 Interest income from interest rate swaps 1,479 5,004 Hedging result — (698) Gain / (loss) on disposal of treasury investments (2,307) (711) Net foreign exchange gain/(loss) 137 1,238 Other net financing income/(expense) 5,115 6,312 Total (31,963) (34,392) Underlying finance costs for the year, includes the full year impact of interest expenses on the Senior Unsecured Notes #3, #4 and #5, that were issued in May 2021 for the purpose of repayment of the bridge loan facility. Non-underlying finance costs comprises fees related to the bridge loan facility, that was used to pre-finance the acquisition of Borsa Italiana Group in 2021. Interest income from short-term financial investments increased, as a result of rising interest rates during 2022. Interest income from interest rate swaps decreased, following the termination of the interest rate swap agreements in May 2022. The interest income and interest expenses from CCP clearing business assets and liabilities are shown in net treasury income through CCP business (see Note 8.2). Note 14.Results from equity investments and gain/(loss) on disposal of subsidiaries Result from equity investments Year ended In thousands of euros 31 December 2022 31 December 2021 Dividend income 9,842 25,712 Total 9,842 25,712 In 2022, dividend income relates to dividends received from the Group’s non-current equity investments at FVOCI in Euroclear S.A./N.V. In 2021, dividend income relates to dividends received from the Group’s non-current equity investments at FVOCI in Euroclear S.A./N.V. and Sicovam Holding S.A. Furthermore, an additional dividend from Euroclear S.A./N.V. was received. Gain/(loss) on disposal of subsidiaries Year ended In thousands of euros 31 December 2022 31 December 2021 Gain/(loss) on disposal of subsidiaries 2,274 2,681 Total 2,274 2,681 During the year, the Group disposed its interests in subsidiaries Finance Web Working SAS and MTS Markets International Inc., the latter being classified as a disposal group held for sale as per 31 December 2021 (see Note 22). The proceeds from the sale of Finance Web Working SAS were €0.8 million (net of cash), which resulted in a loss on disposal of €0.8 million. The proceeds from the sale of MTS Markets International Inc. were €7.8 million, whereas the combined net assets disposed of amounted to €4.7 million. This resulted in a gain on disposal of €3.1 million. In the comparative period, the Group disposed its interests in subsidiaries Centevo AB and Oslo Market Solutions AS. The combined proceeds from these disposals amounted to €5.9 million (net of cash), whereas the combined net assets disposed of amounted to €3.2 million (net of cash). This resulted in a combined result from disposal of €2.7 million. 8 Financial Statements 256 2022 UNIVERSAL REGISTRATION DOCUMENT Note 15.Income tax expense Year ended In thousands of euros 31 December 2022 31 December 2021 Current tax expense (178,921) (195,448) Deferred tax expense 15,316 36,804 Total (163,605) (158,644) The actual tax charge incurred on the Group’s profit before income tax differs from the theoretical amount that would arise using the weighted average tax rates applicable to profit before income tax of the consolidated entities as follows: Reconciliation of effective tax charge Year ended In thousands of euros 31 December 2022 31 December 2021 Profit before income tax 614,246 580,732 Income tax calculated at domestic tax rates applicable to profits in the respective countries (148,079) (143,371) Tax effects of: (De) recognition tax losses (a) (543) (5,596) Non-deductible expenses (b) (204) (5,259) Other tax exempt income (c) (15) 2,035 Over/(under) provided in prior years (d) (4,450) 1,903 Other (e) (10,314) (8,356) Total (163,605) (158,644) (a)De-recognition of tax losses relates to tax losses in the UK, US, Hong Kong and Singapore as it is not considered probable at this moment that these deferred tax assets can be used to offset future taxable income. (b)In 2022 and 2021, non-deductible expenses mainly relate to non-deductible M&A expenses. (c)In 2022 and 2021, other tax exempt income mainly relates to dividends and sales proceeds from investments. (d)In 2022, ‘over/(under) provided in prior years’ relates to adjustments to tax following the filing of tax returns. In 2021, ‘over provided in prior years’ relates to release of tax following the filing of tax returns. (e)As from 2014, the Company applies the statutory tax rates without surcharges (in Portugal. Italy and France) to the profit before income tax to calculate tax at domestic rates. The surcharges (€11.5 million) have been included in the line ‘Other’. Furthermore, the line 'Other' includes, amongst others,,Italian tax on dividends (€3.1m), the Italian notional interest deduction (€2.3m) and an R&D credit (€1m). The effective tax rate decreased from 27.3% for the year ended 31 December 2021 to 26.6% for the year ended 31 December 2022. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 257 Note 16.Property, plant and equipment In thousands of euros Land & Buildings Hardware & IT Other Equipment (a) Total As at 31 December 2020 Cost 52,454 55,115 59,767 167,336 Accumulated depreciation and impairment (14,985) (46,527) (49,800) (111,312) Net book amount 37,469 8,588 9,967 56,024 As at 1 January 2021 net book amount 37,469 8,588 9,967 56,024 Exchange differences 404 168 163 735 Additions 4,908 21,824 6,635 33,367 Disposals & other (11) 264 (180) 73 Transfers — — — — Acquisitions of subsidiaries 1,528 15,386 6,591 23,505 Depreciation charge (Note 10) (2,084) (11,083) (2,957) (16,124) As at 31 December 2021 net book amount 42,214 35,147 20,219 97,580 As at 31 December 2021 Cost 57,025 143,246 76,140 276,411 Accumulated depreciation and impairment (14,811) (108,099) (55,921) (178,831) Net book amount 42,214 35,147 20,219 97,580 As at 1 January 2022 net book amount 42,214 35,147 20,219 97,580 Exchange differences (1,078) (17) (66) (1,161) Additions 9,782 13,818 8,266 31,866 Disposals & other (1,189) 3,228 (2,116) (77) Transfers — 12,301 (12,301) — Depreciation charge (Note 10) (1,230) (15,106) (2,483) (18,819) As at 31 December 2022 net book amount 48,499 49,371 11,519 109,389 As at 31 December 2022 Cost 60,528 164,215 69,771 294,514 Accumulated depreciation and impairment (12,029) (114,844) (58,252) (185,125) Net book amount 48,499 49,371 11,519 109,389 (a)Other Equipment includes building fixtures and fitting, lease improvements and work in progress. In 2022, the increase in Property Plant and Equipment was primarily related to the investments made to the Oslo Børs building and purchases of Hardware and IT in relation to the new data centre in Bergamo. The transfer of €12.3 million from other equipment to hardware & IT mainly related to work in progress that was put into use at the go-live of the data centre in Bergamo in June 2022. Note 17.Leases The Group leases offices in the various locations from which the Group operates its business, IT-hardware equipment such as data servers, racks and mainframes and leases of other equipment for use by its staff in offices. Lease of offices generally have an average lease term of 4 years, while hardware IT equipment generally have an average lease term of 3 years. Rental contracts are typically made for fixed periods, but may occasionally have extension options. Furthermore, the Group has very limited leases that contain variable lease payments and has no leases that are exposed to residual value guarantees. Payments associated wit short-term leases (containing a lease term of 12 months or less) and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. 17.1Amounts recognised in the balance sheet Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period: 8 Financial Statements 258 2022 UNIVERSAL REGISTRATION DOCUMENT Right-of-use assets In thousands of euros Building Equipment Other Total At 1 January 2021 46,442 481 — 46,923 Additions (a) 7,762 14,155 — 21,917 Acquisition of subsidiary 19,343 2,428 — 21,771 Depreciation charge (see Note 10) (24,252) (323) — (24,575) Transfers 689 (689) — — Exchange impacts and other 206 (74) — 132 At 31 December 2021 50,190 15,978 — 66,168 Additions 1,068 1,122 2,190 Acquisition of subsidiary — — — Depreciation charge (see Note 10) (21,127) (4,888) (26,015) Transfers — — — Exchange impacts and other (12) (41) (53) At 31 December 2022 30,119 12,171 — 42,290 a) The additions in the comparative period were adjusted by reclassifying an amount of €13.7 million from 'Building' to 'Equipment', as the amount related to the data centre in Bergamo and this classification better reflects the nature of the lease agreement. Set out below are the carrying amounts of lease liabilities and the movements during the period: In thousands of euros 2022 2021 At 1 January 71,684 50,951 Additions 1,171 22,948 Acquisition of subsidiary — 20,629 Accretion of interest 733 718 Payments (23,417) (23,762) Exchange impacts and other (57) 200 At 31 December 50,114 71,684 Of which are: Non-current lease liabilities 21,648 50,691 Current lease liabilities 28,466 20,993 The maturity analysis of the lease liabilities are as follows: In thousands of euros Less than 1 year between 1 and 3 years between 3 and 5 years More than 5 years Total 2022 Lease liabilities 28,466 14,489 5,094 2,065 50,114 2021 Lease liabilities 20,993 30,204 14,429 6,058 71,684 17.2 Amounts recognised in the statement of profit or loss The statement of profit or loss shows the following amounts related to leases: In thousands of euros 2022 2021 Depreciation charge of right-of-use assets Building (21,127) (22,419) Equipment (4,888) (323) Other — — Interest expense (included in finance cost) (733) (718) Expenses related to short-term leases (included in other operational expenses) (289) (218) Expenses related to leases of low-value asset (included in other operational expenses) (920) (692) Total (27,957) (24,370) Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 259 The total cash outflow for leases in 2022 was €24.6 million (2021: €24.6 million). The Group’s exposure to potential future cash outflows related to variable lease payments, extension or termination options and residual value guarantees was not material. Note 18.Goodwill and other intangible assets Fair value adjustment Intangible assets recognised on acquisition of subsidiaries In thousands of euros Goodwill Internally developed software Purchased softw. Constr. in Pr. Patents & TrMr Software Customer Relations Brand Names (b) Total As at 31 December 2020 Cost 1,153,753 172,229 55,574 82,982 327,916 16,387 1,808,841 Accumulated amortisation and impairment (54,323) (122,715) (49,854) (20,543) (25,269) — (272,704) Net book amount 1,099,430 49,514 5,720 62,439 302,647 16,387 1,536,137 As at 1 January 2021 net book amount 1,099,430 49,514 5,720 62,439 302,647 16,387 1,536,137 Exchange differences 31,675 399 70 1,753 11,787 587 46,271 Additions — 29,082 5,141 — — — 34,223 Impairment charge / write off — 219 88 — — — 307 Transfers and other (a) — (3,052) 3,052 — — — — Acquisitions of subsidiaries (a) 2,853,176 14,661 16,229 85,500 1,707,297 20,700 4,697,563 Sales of subsidiaries (1,090) (182) — (2,955) (557) — (4,784) Amortisation charge (Note 10) (a) — (15,481) (8,527) (18,238) (44,413) (7,214) (93,873) As at 31 December 2021 net book amount 3,983,191 75,160 21,773 128,499 1,976,761 30,460 6,215,844 As at 31 December 2021 Cost 4,037,560 184,136 220,022 171,228 2,048,011 37,675 6,698,632 Accumulated amortisation and impairment (54,369) (108,976) (198,249) (42,729) (71,250) (7,215) (482,788) Net book amount 3,983,191 75,160 21,773 128,499 1,976,761 30,460 6,215,844 As at 1 January 2022 net book amount 3,983,191 75,160 21,773 128,499 1,976,761 30,460 6,215,844 Exchange differences (18,425) (30) (4) (1,094) (7,792) 205 (27,140) Additions — 66,348 1,302 — — — 67,650 Impairment charge / write off — — — — — — — Transfers and other — 372 295 — — — 667 Acquisitions of subsidiaries (Note 5) 60,257 — — 448 5,621 — 66,326 Sales of subsidiaries (2,163) — — — — — (2,163) Amortisation charge (Note 10) — (24,923) (6,871) (21,541) (60,276) (1,747) (115,358) As at 31 December 2022 net book amount 4,022,860 116,927 16,495 106,312 1,914,314 28,918 6,205,826 As at 31 December 2022 Cost 4,077,182 268,349 218,380 157,923 2,044,521 31,829 6,798,184 Accumulated amortisation and impairment (54,322) (151,422) (201,885) (51,611) (130,207) (2,911) (592,358) Net book amount 4,022,860 116,927 16,495 106,312 1,914,314 28,918 6,205,826 a) In the comparative period, the lines 'Transfers and other' and 'Acquisitions of subsidiaries' were adjusted by reclassifying €15.6 million and €4.5 million respectively from 'Purchased software' to 'Internally developed software', as this classification better reflects the nature of these assets. Related amortisation was reclassified consistently in the line 'Amortisation charge' for an amount of €4.2 million. b) As per 31 December 2022, brand names include brands with a finite useful live for an amount of €3.6 million (2021: €4.2 million). In 2022, the increase in internally developed software investments primarily related to the ongoing implementation of Borsa Italiana Group to Euronext's trading platform Optiq®, the expansion of clearing activities to all Euronext markets by Euronext Clearing, the pan-Europeanisation of Euronext CSDs, and several digital ambition projects within the Group. Furthermore, no indicators of impairment of intangible assets with a finite useful life were identified and as such no detailed impairment test was performed. For intangible assets with an indefinite useful life the impairment test did not lead to an/any impairment. 8 Financial Statements 260 2022 UNIVERSAL REGISTRATION DOCUMENT Goodwill impairment test Goodwill is monitored and tested for impairment at the lowest CGU Group level of the Group to which goodwill acquired in a business combination is allocated (see Note 3). Following the acquisitions of Euronext FX (former FastMatch Inc.) in 2017 and Nord Pool Holding AS in 2020 and the allocation of goodwill from those transactions to respectively the “FX Trading” CGU and the “Nord Pool” CGU, the Group tests goodwill at the level of three CGUs (Groups): “Euronext”, “FX Trading” and “Nord Pool”. The acquisition of Borsa Italiana Group is included in the Euronext CGU. Euronext CGU (Group) The recoverable value of the “Euronext” CGU Group is based on its fair value less cost of disposal, applying a discounted cash flow approach, and corroborated by observation of Company’s market capitalisation. The fair value measurement uses significant unobservable inputs and is therefore categorised as a Level 3 measurement under IFRS 13. Cash flow projections are derived from the 2023 budget and the business plan for 2024. Key assumptions used by management include third party revenue growth, which factors future volumes of European equity markets, the Group’s market share, average fee per transaction, and the expected impact of new product initiatives. These assumptions are based on past experience, market research and management expectation of market developments. For the impairment test performed as of 31 December 2022, revenues have been extrapolated using a perpetual growth rate of 1.4% (2021: 1.2%) after 2023. The weighted average cost of capital applied was 7.2% (2021: 6.7%). The annual impairment testing of the “Euronext” CGU Group performed at each year-end did not result in any instance where the carrying value of the operating segment exceeded its recoverable amount. Recoverable amount is sensitive to key assumptions. As of 31 December 2022, a reduction to 0% per year of perpetual growth rate, or an increase by 1% per year in discount rate, which management believes are individually reasonably possible changes to key assumptions, would not result in a goodwill impairment. The sensitivity test on the key assumptions defined in 2022 would not result in a goodwill impairment. Possible correlations between each of these parameters were not considered. FX Trading CGU The recoverable value of the “FX Trading” CGU is based on its fair value less cost of disposal, applying a discounted cash flow approach. The fair value measurement uses significant unobservable inputs and is therefore categorised as a Level 3 measurement under IFRS 13. Cash flow projections are derived from the 2023 budget and the business plan for 2024. Key assumptions used by management include third party revenue growth, which factors future volumes on global Foreign Exchange trading markets, the Group’s market share, average fee per transaction, and the expected impact of new product initiatives. These assumptions are based on past experience, market research and management expectation of market developments. For the impairment test performed as of 31 December 2022, revenues have been extrapolated using a perpetual growth rate of 2.0% (2021: 2.0%) after 2023. The discount rate applied was 7.5% (2021: 7.2%). The annual impairment testing of the “FX Trading” CGU performed at each year-end did not result in any instance where the carrying value of the operating segment exceeded its recoverable amount. Recoverable amount is sensitive to key assumptions. As of 31 December 2022, a reduction to 0% per year of perpetual growth rate, or an increase by 1% per year in discount rate, which management believes are individually reasonably possible changes to key assumptions, would not result in a goodwill impairment. The sensitivity test on the key assumptions defined in 2022 would not result in a goodwill impairment. Possible correlations between each of these parameters were not considered. Nord Pool CGU The recoverable value of the “Nord Pool” CGU is based on its fair value less cost of disposal, applying a discounted cash flow approach. The fair value measurement uses significant unobservable inputs and is therefore categorised as a Level 3 measurement under IFRS 13. Cash flow projections are derived from the 2023 budget and the business plan for 2024. Key assumptions used by management include third party revenue growth, which factors future volumes on day ahead and intraday physical energy markets, the Group’s market share, average fee per transaction, and the expected impact of new product initiatives. These assumptions are based on past experience, market research and management expectation of market developments. For the impairment test performed as of 31 December 2022, revenues have been extrapolated using a perpetual growth rate of 1.3% (2021: 1.5%) after 2023. The discount rate applied was 7.5% (2021: 7.2%). The annual impairment testing of the “Nord Pool” CGU performed at year-end did not result in any instance where the carrying value of the operating segment exceeded its recoverable amount. Recoverable amount is sensitive to key assumptions. As of 31 December 2022, a reduction to 0% per year of perpetual growth rate, or an increase by 1% per year in discount rate, which management believes are individually reasonably possible changes to key assumptions, would not result in a goodwill impairment. The sensitivity test on the key assumptions defined in 2022 would not result in a goodwill impairment. Possible correlations between each of these parameters were not considered. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 261 Note 19.Deferred income tax The analysis of deferred tax assets and deferred tax liabilities is as follows: In thousands of euros 2022 2021 Deferred income tax assets (a) 18,917 37,489 Deferred income tax liabilities (a) (552,574) (592,431) Total net deferred tax assets (liabilities) (533,657) (554,942) (a)As shown in the balance sheet, after offsetting deferred tax assets and liabilities related to the same taxable entity. In thousands of euros 2022 2021 Deferred tax assets / (liabilities): Property, plant and equipment (2,384) (2,165) Intangible assets (a) (552,237) (585,163) Investments (b) (28,321) (21,626) Provisions and employee benefits 12,975 18,770 Other (c) 36,272 34,806 Loss carried forward (d) 38 436 Deferred tax assets (net) (533,657) (554,942) (a)The balance mainly relates to the recognition of a deferred tax liability resulting from the intangible assets recognised upon the acquisition of Borsa Italiana Group in 2021. (b)The investments mainly relate to the valuation of assets measured at fair value through other comprehensive income (FVOCI). (c)The line ‘Other’ primarily relates to the tax impact from contract liabilities of €20.2 million (2021: €24.3 million), currency movements on intercompany loans (NOK, GBP and USD) of €7.4 million (2021: €1.4 million) and intra group accrued unpaid interest of €6.9 million (2021: €5.3 million). (d)Losses carry forward relate mainly to tax losses carry forward recognised by investments in the US and Italy. For the year 2022 and onwards, the Netherlands have increased the corporate income tax rate to 25.8% (2021: 25%). For 2022 onwards, the French corporate income tax rate is 25% (2021: 26.5%), whereas the surcharge of 3.3% remains applicable. For the year 2022, the United Kingdom’s corporate tax rate was 19%. With effect from 1 April 2023, this will increase to 25%. The deferred tax assets and liabilities have been recognised at prevailing rates in the various countries. In thousands of euros 2022 2021 Balance at beginning of the year (554,942) (72,016) Recognised in income statement 15,316 36,804 Reclassifications and other movements (a) 10,499 (511,974) Exchange differences and other 4,921 (2,801) Charge related to other comprehensive income (9,451) (4,955) Balance at end of the year (533,657) (554,942) (a)In 2021, the line ‘Reclassifications and other movements’ was impacted by the acquisition of Borsa Italiana Group for €512.9 million and in 2022 the line relates to rate impacts thereon. As per 31 December 2022, tax losses totalling €29.8 million (2021: €27.7 million) were not recognised in the UK, US, Hong Kong and Singapore since it is not considered probable, at this moment, that these deferred tax assets can be used to offset future taxable income. The majority of the net deferred tax asset is expected to be recovered or settled after more than twelve months. 8 Financial Statements 262 2022 UNIVERSAL REGISTRATION DOCUMENT Note 20.Financial assets at fair value through other comprehensive income In thousands of euros As at 31 December 2022 As at 31 December 2021 Equity investments Euroclear S.A./N.V. 175,888 148,256 Sicovam Holding S.A. 73,483 59,083 Other 347 354 Debt investments Government bonds 28,501 50,375 Total 278,219 258,068 The Group’s financial assets at fair value through other comprehensive income include long-term investments in unlisted equity securities, which the Group has irrevocably elected at initial recognition to recognise in this category. In addition, debt securities allocated to the "hold and sell" business model are included in this category. The classification of the measurement within the fair value hierarchy is presented in Note 35. Euroclear S.A./N.V. and Sicovam Holding S.A. As of 31 December 2022, the Group holds a 3.53% ownership interest in Euroclear S.A./N.V. (31 December 2021: 3.53%), an unlisted company involved in the settlement of securities transaction and related banking services. The Group also holds a 9.60% ownership interest in Sicovam Holding S.A. (31 December 2021: 9.60%), resulting in an indirect 1.53% interest in Euroclear S.A./N.V. (31 December 2021: 1.53%). The common stock of Sicovam Holding S.A. and Euroclear S.A./N.V. are not listed. For measuring fair value of its long-term investments in unlisted equity securities in Euroclear S.A/N.V. and Sicovam Holding S.A., the Group applies a weighted approach, using both the Gordon Growth Model (with return on equity and expected dividend growth rate as key non-observable parameters) and recent observed market transactions taking into account an illiquidity discount for the limited number of transactions. In 2022, this valuation method resulted in a total valuation of Euroclear S.A./N.V. of €5.0 billion (2021: €4.2 billion), and to an increase in fair value of Euronext N.V./S.A.’s direct- and indirect investments of €42.0 million (2021: €3.2 million) in 2022. This revaluation was recorded in Other Comprehensive Income. Government bonds As per 31 December 2022, the Group holds long-term investments in secured assets linked to Euronext Clearing's own funds. These investments consist of Government Bonds issued by the States of Belgium, France, Ireland, Italy, Holland, Portugal and Spain; and Supranational Securities issued by the European Stability Mechanism and the European Financial Stability Facility, as well as by securities issued by Spanish (Instituto de Credito Oficial) and French (Caisse d’Amortissement de la Dette Sociale) government agencies. These debt investments are valued at public market prices, with changes in fair value recognised through Other Comprehensive Income. Note 21.Trade and other receivables In thousands of euros 2022 2021 Trade receivables 271,829 290,726 Contract receivables 32,096 24,695 Allowance for expected credit losses (7,348) (4,940) Trade and contract receivables net 296,577 310,481 Tax receivables (excluding income tax) 8,214 36,757 Other receivables 13,296 47,748 Total 318,087 394,986 Trade receivables are non-interest bearing and generally on terms of 30 to 90 days. Contract receivables represent amounts in respect of unbilled revenue, for which the Group has an unconditional right to consideration (i.e. only the passage of time is required before payment of the consideration is due). The significant changes in trade and contract receivables are disclosed in Note 8.1.2. Set out below is the movement in the allowance for expected credit losses of trade and contract receivables: Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 263 In thousands of euros 2022 2021 As at 1 January 4,940 3,378 Provision for expected credit losses 2,844 2,237 Receivables written off during the year (436) (675) At 31 December 7,348 4,940 Management considers the fair value of the trade and other receivables to approximate their carrying value. The significant changes in loss allowance provision are disclosed in Note 8.1.2. The information about the credit exposures of trade and other receivables are disclosed in Note 37.5.1. Note 22.Other current assets and disposal groups held for sale Other current assets In thousands of euros 2022 2021 Prepayments 27,585 21,573 Other — — Total 27,585 21,573 The increase in prepayments mainly relates to deferred charges in Technologies S.A.S. Disposal groups held for sale In thousands of euros 2022 2021 Assets from disposal groups — 6,436 Liabilities from disposal groups — (1,321) Total — 5,115 In 2022, the Group disposed its interests in subsidiaries that were classified as held for sale as per 31 December 2021. Substantially all the balances were related to MTS Markets International Inc. The proceeds from the sale were €7.8 million, whereas the combined net assets disposed of amounted to €4.7 million. This resulted in a gain on disposal of €3.1 million (see Note 14). In 2021, the Group assessed some individually immaterial investments in subsidiaries, acquired as part of the acquisition of Borsa Italiana Group, as disposal groups held for sale on acquisition. Substantially all of the balances related to subsidiary MTS Markets International Inc. The assets from disposal groups held for sale included cash and cash equivalents for €5.0 million as per 31 December 2021. Note 23.Derivatives financial instruments The Group may use derivative instruments to manage financial risks relating to its financial positions or risks relating to its ongoing business operations. The Group’s risk management strategy and how it is applied to manage risk is further explained in Note 37. Derivatives designed as hedging instruments Fair value hedge Until 3 May 2022, the Group had three interest rate swap agreements in place with a total notional amount of €500.0 million whereby the Group received an annual fixed interest rate of 1% and paid a variable rate of six-month EURIBOR, plus a weighted average spread of 0.3825%. The rate applicable to the floating leg of the swap for the aggregated notional amount of €500.0 million was -0.141%. The swaps were being used to reduce the variability of the fair value of the 1% fixed rate Bond (Senior Unsecured note #1) attributable to the change in interest rate, allowing it to transform the fixed rate exposure to floating rate. There was an economic relationship between the hedged item and the hedging instrument as the terms of the interest rate swaps matched the terms of the fixed rate Bond (i.e., notional amount, maturity, payment and reset dates). The Group had established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the interest rate swap was identical to the hedged risk component. To assess the hedge effectiveness, the Group compared the changes in the fair value of the hedging instrument against the changes in fair value of the hedged item attributable to the hedged risk. The hedge ineffectiveness could arise from: ▪Different interest rate curve applied to discount the hedged item and hedging instrument ▪Differences in timing of cash flows of the hedged item and hedging instrument ▪The counterparties’ credit risk differently impacting the fair value movements of the hedging instrument and hedged item On 3 May 2022, the Group terminated its interest rate swap agreements. On termination, the Group cash settled the swap agreements at a carrying amount of €8.9 million and the hedge relationship was discontinued. The accumulated fair value adjustments of €7.7 million will be amortised over the remaining term of the Senior Unsecured Note #1. As a 8 Financial Statements 264 2022 UNIVERSAL REGISTRATION DOCUMENT result, approximately €1.8 million was amortised during the remainder of the year, reducing the amount of accumulated fair value adjustments to €5.9 million as at 31 December 2022 (see Note 29). The impact of respectively the hedging instrument and the hedged item on the balance sheet immediately before termination of the interest rate swap agreements was as follows: In thousands of euros Notional amount Carrying amount Line item in the balance sheet Change in fair value used for measuring ineffectiveness for the period Interest rate swaps 500,000 (8,886) Derivative financial instruments (20,787) In thousands of euros Carrying amount Accumulated fair value adjustments Line item in the balance sheet Change in fair value used for measuring ineffectiveness for the period Senior Unsecured note #1 492,352 (7,648) Non-current Borrowings (20,787) The impact of respectively the hedging instrument and the hedged item on the balance sheet as at 31 December 2021 was as follows: In thousands of euros Notional amount Carrying amount Line item in the balance sheet Change in fair value used for measuring ineffectiveness for the period Interest rate swaps 500,000 11,901 Derivative financial instruments (11,834) In thousands of euros Carrying amount Accumulated fair value adjustments Line item in the balance sheet Change in fair value used for measuring ineffectiveness for the period Senior Unsecured note #1 513,139 13,139 Non-current Borrowings (11,136) As the hedge was effective, no amounts for ineffectiveness were recognised in ‘hedging result’ in the Statement of Profit or Loss (2021: loss of €0.7 million) (see Note 13). Hedge of net investment in foreign operations Until 21 March 2021, the Group had designated a EUR/GBP foreign exchange contract as a hedge of the investment in Commcise Software Ltd., a Group subsidiary in the United Kingdom, due to the uncertainty that was looming in regard to the negative impact of Brexit on GBP. As Brexit materialised, removing the existing uncertainties, the foreign exchange forward contract was not extended, consistent to the Group's policy not to hedge foreign exchange risk (see Note 37.3). As a result, no value remained on the Consolidated Balance Sheet for this instrument as at 31 December 2021. As per 31 December 2022, the derivative financial liability balance includes an impact of €19k (2021: €12k asset) in Nord Pool related to the effects of foreign exchange spot transactions made to facilitate electricity settlement. Impact of hedging on equity Set out below is the reconciliation of each component of equity and the analysis of Other Comprehensive Income: In thousands of euros Foreign currency translation reserve As at 1 January 2021 (54,492) Changes in fair value of the hedging instrument (1,468) Foreign exchange forward point excluded from the hedge (53) Foreign currency revaluation of the net foreign operations a) 45,382 As at 31 December 2021 (10,631) Changes in fair value of the hedging instrument — Foreign exchange forward point excluded from the hedge — Foreign currency revaluation of the net foreign operations a) (26,169) As at 31 December 2022 (36,800) (a)The impact was almost fully attributable to foreign currency translations of net foreign operations in NOK Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 265 Note 24.Other current financial assets In thousands of euros 2022 2021 Deposits > 3 months 67,242 50,091 Government bonds 69,455 65,389 Listed bonds 26,043 42,110 Total 162,740 157,590 The other current financial assets of the Group consist of short-term deposits with a maturity of more than three months, short-term investments in government bonds linked to Euronext Clearing's own funds (see Note 20) and investments in listed bonds held by Euronext Securities Copenhagen. Note 25.Cash and cash equivalents Cash and cash equivalents consist of the following: In thousands of euros 2022 2021 Cash and bank balances 710,929 714,199 Short term investments 290,153 90,162 Total 1,001,082 804,361 Short-term investments are presented as cash and cash equivalents if they have a maturity of three months or less from the date of acquisition and are repayable with 24 hours’ notice with no loss of interest. Cash and cash equivalents included an amount of €47.6 million (2021: €100.1 million) for the purpose of the settlement of power purchases at Nord Pool. Note 26.Shareholders’ equity Under the Articles of Association, the Company’s authorised share capital amounts to €200,000,001.60 and is divided into 125,000,000 Ordinary Shares and one Priority Share, each with a nominal value of €1.60 per share. All of Euronext’s shares have been or will be created under Dutch law. As of 31 December 2022, the Company’s issued share capital amounts to €171,370,070 and is divided into 107,106,294 Ordinary Shares. The Priority Share is currently not outstanding. The fully paid ordinary shares carry one vote per share and rights to dividends, if declared. The Group’s ability to declare dividends is limited to distributable reserves as defined by Dutch law. Number of shares outstanding: (in numbers of shares) 2022 2021 107,106,294 107,106,294 Issued shares Treasury shares as at 1 January (524,629) (329,465) Liquidity contract — — Share buy back — (350,000) From share-based payments vesting 146,098 154,836 Treasury shares as at 31 December (378,531) (524,629) Outstanding as at 31 December 106,727,763 106,581,665 26.1Reserve own shares Treasury shares are accounted for at trade date and all held by Euronext N.V. The movement on the line ‘acquisitions of own shares’ in the Consolidated Statement of Changes in Equity consists of the impact from transactions by the liquidity provider of €18k loss (2021: €0.1 million loss), minus the impact from transactions under the share repurchase programme, which was zero in 2022, (2021: €31.8 million). Details of these movements are disclosed below at (i) and (ii). (i)Liquidity provider Part of the movement in the reserve during the reporting period relates to the transactions in Euronext N.V. shares conducted by the liquidity provider on behalf of the Group under the liquidity contract established (€18k loss in 2022). 8 Financial Statements 266 2022 UNIVERSAL REGISTRATION DOCUMENT The liquidity Agreement (the "Agreement") has been established in accordance with applicable rules, in particular the Regulation (EC) 2273/2003 of the European Commission of 22 December 2003 implementing the directive 2003/6/EC of the European Parliament and Council as regards exemptions for buyback programs and stabilisation of financial instruments, the provisions of article 2:95 of the Book II of Dutch civil code, the provisions of the general regulation of the French Autorité des Marchés Financiers (the "AMF"), the decision of the AMF dated 21 March 2011 updating the Accepted Market Practice n° 2011-07 on liquidity agreements, the Code of Conduct issued by the French Association française des marchés financiers (AMAFI) on 8 March 2011 and approved by the AMF by its aforementioned decision dated 21 March 2011 (the "AMAFI Code") and as the case maybe the relevant Dutch rules applicable to liquidity agreements in particular the regulation on Accepted Market Practices WFT (Regeling gebruikelijke marktpraktijken WFT) dated 4 May 2011 and Section 2.6 of the Book II – General Rules for the Euronext Amsterdam Stock Market (the "Dutch Rules"). As at 31 December 2022, Euronext N.V. holds nil shares under the programme (2021: nil shares). The movement schedule for the reported years are as follows: In 2021: Transaction date Buy Euronext N.V. shares Sell Euronext N.V. shares Average share price Total value transaction including commissions (in euro) As at 31 December 2020 — Purchases January 39,121 € 91.44 3,577,034 Sales January 32,871 € 91.66 (3,013,018) Purchases February 46,915 € 93.45 4,384,340 Sales February 44,915 € 93.30 (4,190,588) Purchases March 68,638 € 85.02 5,835,352 Sales March 75,138 € 84.97 (6,384,652) Purchases April 63,328 € 88.45 5,601,114 Sales April 65,078 € 88.09 (5,732,475) Purchases May 144,956 € 84.24 12,211,199 Sales May 143,956 € 84.25 (12,128,260) Purchases June 84,357 € 90.25 7,612,973 Sales June 82,507 € 90.19 (7,441,697) Purchases July 58,114 € 90.71 5,271,408 Sales July 60,964 € 90.78 (5,534,610) Purchases August 42,609 € 95.11 4,052,371 Sales August 41,109 € 95.05 (3,907,362) Purchases September 69,811 € 101.73 7,101,780 Sales September 67,311 € 101.84 (6,855,152) Purchases October 56,163 € 99.40 5,582,378 Sales October 56,413 € 99.37 (5,605,943) Purchases November 58,572 € 94.28 5,522,120 Sales November 52,822 € 95.32 (5,034,967) Purchases December 25,550 € 87.42 2,233,664 Sales December 35,050 € 87.88 (3,080,323) Total buy/sell 758,134 758,134 76,686 Total as at 31 December 2021 — Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 267 In 2022: Transaction date Buy Euronext N.V. shares Sell Euronext N.V. shares Average share price Total value transaction including commissions (in euro) As at 31 December 2021 — Purchases January 50,430 € 86.20 4,346,842 Sales January 50,430 € 86.16 (4,345,058) Purchases February 42,459 € 82.80 3,515,798 Sales February 38,459 € 82.87 (3,186,915) Purchases March 51,553 € 83.06 4,282,240 Sales March 47,553 € 82.73 (3,933,924) Purchases April 43,858 € 80.92 3,549,208 Sales April 43,858 € 81.96 (3,594,457) Purchases May 61,210 € 75.78 4,638,734 Sales May 69,010 € 76.23 (5,260,289) Purchases June 48,782 € 77.14 3,763,233 Sales June 48,982 € 77.18 (3,780,611) Purchases July 62,573 € 76.92 4,813,310 Sales July 62,523 € 77.04 (4,816,844) Purchases August 57,942 € 78.21 4,531,678 Sales August 51,192 € 78.35 (4,010,797) Purchases September 31,960 € 69.97 2,236,211 Sales September 25,160 € 70.05 (1,762,464) Purchases October 15,324 € 64.12 982,635 Sales October 13,923 € 64.70 (900,879) Purchases November 30,696 € 68.35 2,098,224 Sales November 45,197 € 68.84 (3,111,330) Purchases December 36,983 € 71.33 2,638,130 Sales December 37,483 € 71.37 (2,675,171) Total buy/sell 533,770 533,770 17,504 Total as at 31 December 2022 — (ii)Share Repurchase Programme The Group has entered into a discretionary management agreement with a bank to repurchase Euronext shares within the limits of relevant laws and regulations (in particular EC regulation 2273/2003) and the Group’s articles of association to cover the Group’s outstanding obligations resulting from employee shares plans for 2019, 2020, 2021 and 2022. The share repurchase programme aims to hedge price risk arising for granted employee share plans. In 2022, the Group repurchased no shares. In 2021, the Group repurchased 350,000 shares for a total consideration of €31.8 million. The movement schedule for the reported years are as follows: In 2021: Transaction date Buy Euronext N.V. shares Average share price Total value transaction including commissions (in euro) Purchases March 350,000 € 90.83 31,791,301 Total buy/sell 350,000 31,791,301 Total as at 31 December 2021 350,000 31,791,301 In 2022: Transaction date Buy Euronext N.V. shares Average share price Total value transaction including commissions (in euro) Purchases 2022 — — Total buy/sell — — Total as at 31 December 2022 — — (iii)Share-based payments vesting In 2022, the Group delivered 146,098 shares with a cost of €9.7 million to employees for whom share plans had vested (2021: 154,836 shares with a cost of €8.9 million). This movement is disclosed on the line ‘Other’ in the Consolidated Statement of Changes in Equity. 26.2Legal reserve 8 Financial Statements 268 2022 UNIVERSAL REGISTRATION DOCUMENT Retained earnings are not freely available for distribution for an amount of €59.8 million (2021: €40.3 million) relating to legal reserves (see Note 52). The amount related to prior period was subject to restatement, as further disclosed in Note 41. 26.3Dividend On 18 May 2022, the Annual General Meeting of shareholders voted for the adoption of the proposed €1.93 dividend per ordinary share, representing a 50% pay-out ratio of net profit. On 25 May 2022, the dividend of €206.0 million was paid to the shareholders of Euronext N.V. Note 27.Earnings per Share (EPS) Basic earnings per share is calculated by dividing the profit for the period attributable to the shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated by dividing the profit for the period attributable to the shareholders of the Company by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. The following table reflects the income and share data used in the basic and diluted EPS calculations: In thousands of euros 2022 2021 Profit attributable to the shareholders of the Company 437,827 413,344 In number of shares Weighted average number of ordinary shares for basic EPS (a) 106,669,451 96,058,761 Effects of dilution from: Share plans 231,855 238,398 Weighted average number of ordinary shares adjusted for the effect of dilution (a) 106,901,306 96,297,159 (a) The weighted average number of shares takes into account the weighted average effect of changes in treasury shares during the year. The impact of share plans is determined by the number of shares that could have been acquired at fair value (determined as the average quarterly market price of Euronext’s shares) based on the fair value (measured in accordance with IFRS 2) of any services to be supplied to Euronext in the future under these plans. There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorisation of these financial statements. Note 28.Share-based payments Euronext Long-Term Incentive Plan 2019 (“LTI Plan 2019”) The Restricted Stock Units (RSUs) granted under LTI Plan 2019 fully cliff-vested in 2022. Euronext Long-Term Incentive Plans (LTI Plan) 2020, 2021 and 2022 Directors and certain employees of the Group benefited from Restricted Stock Units (RSUs) granted by Euronext N.V. under the LTI Plans on their applicable grant dates. RSUs granted under LTI Plans cliff-vest after 3 years, subject to continued employment and a ‘positive EBITDA1' performance condition. These equity awards are measured by reference to the grant-date market price of Euronext’s common share (grant-date fair value). In addition to these RSUs granted to all participants in the LTI Plans, Performance RSUs have been awarded to members of the Managing Board and Senior Leadership team. The vesting of these Performance RSUs is subject to two performance conditions: ▪50% of the performance RSUs vests subject to a Total Shareholder Return (TSR) condition; ▪50% of the performance RSUs vests subject to an EBITDA1-based performance condition. The grant-date fair value of performance shares with a TSR performance condition was adjusted for the possible outcomes of this condition. This has been assessed by applying a Monte Carlo simulation to model possible share prices of Euronext and its peer companies. At the end of each reporting period, the number of vesting performance shares is reconsidered based on the Group’s EBITDA1 performance relative to budgeted EBITDA1 and the total cost for the performance RSUs could be adjusted accordingly. Grant-date fair value of RSUs granted under the LTI Plans 2020, 2021 and 2022 reflect the present value of expected dividends over the vesting period. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 269 Movements in the number of shares granted as awards is as follows: In 2021: Plan Year of grant 1 January 2021 Granted Adjusted (a) Vested Forfeited 31 December 2021 Fair value at grant date per share (in €) LTI, with performance 2018 77,650 — 92,457 (171,003) 896 — € 56.55 LTI, no performance 2018 40,045 — 3,593 (42,294) (1,344) — € 49.64 LTI, with performance 2019 67,516 — 6,374 — (1,870) 72,020 € 68.30 LTI, no performance 2019 51,288 — 4,614 — (5,043) 50,859 € 57.94 LTI, with performance 2020 67,421 — 6,376 — (1,741) 72,056 € 110.64 LTI, no performance 2020 46,885 — 4,237 — (4,231) 46,891 € 81.30 LTI, with performance (b) 2021 — 79,252 — — (817) 78,435 € 74.84 LTI, no performance (b) 2021 — 67,134 — — (2,423) 64,711 € 79.98 LTI, with performance (c) 2021 — 22,963 — — — 22,963 € 71.72 LTI, no performance (c) 2021 — 6,350 — — — 6,350 € 86.64 Total 350,805 175,699 117,651 (213,297) (16,573) 414,285 (a)Adjustments related to outperformance and rights issue subscription rights for unvested plans in order to maintain the value of the original awards. Since this value neutral modification took place at the same time as the rights issue, it did not result in any incremental fair value to be recognised. (b)LTI Plan 2021-A, with grant date 17 May 2021. (c)LTI Plan 2021-B, with grant date 18 November 2021. In 2022: Plan Year of grant 1 January 2022 Granted Adjusted (a) Vested Forfeited 31 December 2022 Fair value at grant date per share (in €) LTI, with performance 2019 72,020 — 66,995 (139,015) — — € 68.30 LTI, no performance 2019 50,859 — — (48,807) (2,052) — € 57.94 LTI, with performance 2020 72,056 — — — (5,413) 66,643 € 110.64 LTI, no performance 2020 46,891 — — — (5,101) 41,790 € 81.30 LTI, with performance (b) 2021 78,435 — — — (5,080) 73,355 € 74.84 LTI, no performance (b) 2021 64,711 — — — (7,239) 57,472 € 79.98 LTI, with performance (c) 2021 22,963 — — — (1,462) 21,501 € 71.72 LTI, with performance (c) 2021 6,350 — — — (580) 5,770 € 86.64 LTI, with performance 2022 — 108,229 — — (2,153) 106,076 € 78.59 LTI, no performance 2022 — 89,187 — — (4,293) 84,894 € 72.72 Total 414,285 197,416 66,995 (187,822) (33,373) 457,501 (a)Adjustments related to outperformance. (b)LTI Plan 2021-A, with grant date 17 May 2021. (c)LTI Plan 2021-B, with grant date 18 November 2021. Euronext has taken into consideration the fact that the employees will not receive dividends during the vesting period of 3 years. The fair value has been adjusted taking into account the financial loss for the participants to not receive the payment of the dividends during the vesting period. Share-based payment expenses recognised in the income statement for shares granted for all plans to directors and selected employees in 2022 amounted to €14.0 million (2021: €10.4 million), see Note 9. 8 Financial Statements 270 2022 UNIVERSAL REGISTRATION DOCUMENT Note 29.Borrowings In thousands of euros 2022 2021 Non-current Borrowings Senior Unsecured note #1 (a) 494,048 513,139 Senior Unsecured note #2 750,000 750,000 Senior Unsecured note #3 600,000 600,000 Senior Unsecured note #4 600,000 600,000 Senior Unsecured note #5 600,000 600,000 Discount, premium and issue costs (21,929) (21,929) Amortisation discount, premium and issue costs 5,042 3,181 Other — — Total 3,027,161 3,044,391 Current Borrowings Accrued interest 17,370 17,359 Total 17,370 17,359 (a)The Senior Unsecured Note #1 is carried at amortised cost and was adjusted for fair value movements due to the hedged interest rate risk until 3 May 2022 (see Note 23). Senior Unsecured Note #1 On 3 May 2022, the Group terminated its interest rate swap agreements which were formally designated and qualified as fair value hedges of Senior Unsecured Note #1. On termination, the Group cash settled the swap agreements and the hedge relationship was discontinued. As from the moment of discontinuation of the fair value hedge, the accumulated fair value adjustments of Senior Unsecured Note #1 is amortised to profit or loss based on a recalculated Effective Interest Rate over the remaining term of Senior Unsecured Note #1. The accumulated fair value adjustments amounted to a negative €5.9 million as per 31 December 2022. Extension of Revolving Credit Facility Agreement On 12 October 2022, the Group executed its two-year extension option to the revolving credit facility agreement (RCF) of €600.0 million. The RCF allows the Group to apply all amounts borrowed by it towards (i) general corporate and/or working capital purposes of the Group, (ii) satisfaction of the consideration payable for an acquisition and/ or (iii) the payment of fees, costs and expense incurred in relation to an acquisition. The revolving credit facility has a remaining maturity of 5 years and bears an interest rate of EURIBOR plus a margin dependent on rating. As per 31 December 2022, the facility remained undrawn. In case of a downgrading event of Euronext, below BBB- or equivalent by rating agencies, Euronext shall ensure that the leverage ratio (Euronext total gross debt to EBITDA2) as defined in the Revolving Credit Facility Agreement would not be greater than 4x. Note 30.Post-employment benefits The Group operates defined benefit pension plans for its employees, with the most significant plans being in France, Portugal, Norway and Italy. The Group’s plans are funded by contributions from the employees and the relevant Group entities, taking into account applicable government regulations and the recommendations of independent, qualified actuaries. The majority of plans have plan assets held in trusts, foundations or similar entities, governed by local regulations and practice in each country. The assets for these plans are generally held in separate trustee administered funds. The benefits provided to employees under these plans are based primarily on years of service and compensation levels. The French plans relate almost completely to retirement indemnities. French law stipulates that employees are paid retirement indemnities in form of lump sums on the basis of the length of service at the retirement date and the amount is prescribed by collective bargaining agreements. The Portuguese plan is for both Euronext Lisbon and Interbolsa and is managed by CGD Pensoes – Sociedade Gestora de Fundos de Pensoes SA. The plan was defined benefit based on final pay. The funds covered payment of pensions to employees with a minimum of 5 year service. Annual contributions were based on actuarial calculations. In 2017, the Portuguese defined benefit plan was frozen and replaced by a new defined contribution plan, with an retroactive impact as from 1 January 2017. The old arrangement remains a defined benefit plan, and is disclosed as such in this Note. The Norwegian plans relate to Oslo Børs VPS and Nord Pool. The plan in Oslo Børs VPS comprises both defined benefit schemes and defined contribution schemes. The general pension plan for employees in Norway is a defined contribution scheme. The defined benefit schemes are mainly related to lifetime pensions for former CEOs of Oslo Børs and VPS, as well as a voluntary early retirement Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 271 scheme for Oslo Børs which was closed in 2003. Nord Pool has a defined benefit pension plan involving two former employees for which contributions are made in accordance with actuarial calculations. The Norwegian pension plans are in compliance with the Mandatory Occupational Pensions Act. The Italian plan relates to the Borsa Italiana Group. Following the entry into force of the 2007 Finance Act and related decrees, the severance indemnity (TFR), maturing 1st January 2007 can no longer be retained by the companies that employ more than 50 employees but must be paid to a pension fund or, alternatively, into an open treasury fund opened at the 'National Institute for Social Security' (INPS), according to the option exercised by the employees themselves. This implies that accruals calculated after 1st January 2007 are part of a defined contribution plan because the company’s obligation is satisfied by the payment of contributions to pension funds or INPS. The liability regarding the severance indemnity prior to the date mentioned above shall instead continue to represent a defined benefit plan to be valued applying the actuarial method based on the provisions set forth in IAS 19 and is disclosed as such in this Note. The movement in the defined obligation over the years presented is as follows: In thousands of euros Present value of obligation Fair value of plan assets Total As at 31 December 2020 49,471 (22,994) 26,477 (Income) / expense: Current service cost 4,037 — 4,037 Interest expense / (income) 621 (283) 338 4,658 (283) 4,375 Remeasurements: –Return on plan assets, excluding amounts included in interest expense / (income) — (741) (741) –(Gain) / loss from change in financial assumptions (2,120) — (2,120) – Experience (gains) / losses (520) — (520) –Effect of changes in foreign exchange rates and other 510 (26) 484 (2,130) (767) (2,897) Payments: –Employer contributions (805) (167) (972) –Benefit payments (4,877) 222 (4,655) –Acquired in business combination 8,888 — 8,888 –Reclassifications and other 907 — 907 As at 31 December 2021 56,112 (23,989) 32,123 (Income) / expense: Current service cost 1,431 — 1,431 Interest expense / (income) 730 (306) 424 2,161 (306) 1,855 Remeasurements: –Return on plan assets, excluding amounts included in interest expense / (income) — 2,331 2,331 –(Gain) / loss from change in financial assumptions (12,768) — (12,768) –Experience (gains) / losses (959) — (959) –Effect of changes in foreign exchange rates and other (509) 9 (500) (14,236) 2,340 (11,896) Payments: –Employer contributions (1,796) — (1,796) –Benefit payments (415) 282 (133) –Acquired in business combination — — — –Reclassifications and other (522) — (522) As at 31 December 2022 41,304 (21,673) 19,631 8 Financial Statements 272 2022 UNIVERSAL REGISTRATION DOCUMENT The defined benefit obligation and plan assets are composed by country as follows: 2022 In thousands of euros Belgium Portugal France Norway Italy Total Present value of obligation 24 16,762 7,630 12,332 4,556 41,304 Fair value of plan assets — (17,145) (3,912) (616) — (21,673) Total 24 (383) 3,718 11,716 4,556 19,631 2021 In thousands of euros Belgium Portugal France Norway Italy Total Present value of obligation 29 25,088 11,016 13,092 6,887 56,112 Fair value of plan assets — (19,621) (3,782) (586) — (23,989) Total 29 5,467 7,234 12,506 6,887 32,123 The significant actuarial assumptions were as follows: 2022 Belgium Portugal France Norway Italy Discount rate 3.5% 4.0% 4.0% 3.6% 3.9% Salary growth rate 0.0% 2.0% 2.5% 0.7% 3.0% Pension growth rate 0.0% 0.0% 0.0% 3.0% 0.0% 2021 Belgium Portugal France Norway Italy Discount rate 0.2% 1.3% 1.1% 2.1% 0.8% Salary growth rate 0.0% 1.7% 2.5% 0.8% 2.2% Pension growth rate 0.0% 0.0% 0.0% 1.8% 2.4% The Group derives the discount rate used to determine the defined benefit obligation from yields on high quality corporate bonds of the duration corresponding to the liabilities. As of 31 December 2022, the sensitivity of the defined benefit obligation to changes in the weighted principal assumptions were: Impact on defined benefit obligation Change in assumption Increase in assumption Decrease in assumption Discount rate 0.25% -3.1% 3.2% Salary growth rate 0.50% 1.4% -1.3% Pension growth rate 0.50% 3.4% -3.2% The pension plan assets allocation differs per plan. On a weighted average basis, the allocation was as follows: 2022 2021 Fair value of Fair value of Fair value of Fair value of plan assets plan assets plan assets plan assets Plan assets in thousands of euros in percent in thousands of euros in percent Equity securities 7,189 33.2% 9,184 38.3% Debt securities 13,362 61.7% 13,719 57.2% Property 401 1.9% 386 1.6% Investment funds 619 2.9% 589 2.5% Cash 102 0.5% 111 0.5% Total 21,673 100% 23,989 100% The maturity of expected benefit payments over the next ten years is as follows: As at 31 December 2022 Less than a year Between 1-2 year Between 2-5 year Between 5-10 year Total Pension benefits 2,725 1,879 6,061 14,110 24,775 The weighted average duration of the defined benefit obligation for retirement plans is 14 years at 31 December 2022. For 2023, the expected obligations contributions are approximately €2.4 million. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 273 Note 31.Provisions In thousands of euros Restructuring Leases Jubilee Legal claims Plan Agents Others Total Changes in provisions As at 1 January 2022 1,773 2,363 2,180 1,351 821 2,667 11,155 Additional provisions charged to income statement 345 — 164 615 2 184 1,310 Used during the year — — (176) (174) (4) (412) (766) Unused amounts reversed (1,274) — (609) (67) — (948) (2,898) Acquisition of subsidiary — — — — — — — Reclassifications and other (568) (386) — (83) — 14 (1,023) Exchange differences (9) (6) — — — (55) (70) As at 31 December 2022 267 1,971 1,559 1,642 819 1,450 7,708 Composition of provisions Current 123 — — — — 536 659 Non Current 144 1,971 1,559 1,642 819 914 7,049 Total 267 1,971 1,559 1,642 819 1,450 7,708 Restructuring The restructuring provision relates to employee termination benefits that have an uncertain character. The decrease for the year was primarily related to the use of the restructuring plan in VP Securities. Leases The leases provision relates to estimated future dismantling or removing costs, primarily for the lease of its ‘Praetorium’ office in Paris and the VP Securities office. Jubilee The Jubilee provision decreased, mainly due to the increase in discount rates. Legal claims The legal claims provision relates to individual litigation settlement cases. Plan Agents The provision for Plan Agents relates to a retirement allowance for retired stockbrokers in Belgium, which is determined using actuarial assumptions. No cash outflows are expected for 2023. Others The 'Others' provision primarily relates to a compensation scheme in Oslo, that gives employees compensation for a change in their historical DB pension arrangements. The decrease for the year mainly related to a release of provision for interbank fees in Euronext Securities Copenhagen. Note 32.Trade and other payables In thousands of euros 2022 2021 Trade payables 162,482 211,124 Social security and other taxes (excluding income tax) 42,524 47,772 Employees' entitlements (a) 92,417 93,291 Accrued expenses 97,614 84,449 Other payables 1,250 3,220 Total 396,287 439,856 (a)Amounts include salaries payable, bonus accruals, severance (signed contracts) and vacation accruals. The carrying values of current trade and other payables are reasonable approximations of their fair values. These balances do not bear interest. Trade payables included an impact of €116.3 million (2021: €188.6 million) related to Nord Pool power purchases. 8 Financial Statements 274 2022 UNIVERSAL REGISTRATION DOCUMENT Note 33.Contract liabilities In thousands of euros 2022 2021 Listing admission fees 107,427 121,183 Bond lifetime fees 9,887 11,061 Other (a) 21,669 18,578 Total 138,983 150,822 Current 75,198 80,546 Non Current 63,785 70,276 Total 138,983 150,822 (a)Includes contract liabilities related to Indices licenses, software maintenance & hosting and corporate services The contract liabilities primarily relate to received consideration (or an amount of consideration is due) from customers for the initial (or subsequent) listing of equity securities and bond lifetime fees. Contract liabilities are recognised as revenue when the Group performs under the contract. The significant changes in contract liabilities are disclosed in Note 8.1.2. Note 34.Geographical information The geographical information of the Group’s revenue from contracts with customers is disclosed in Note 8.1.1. Other geographical information is disclosed below. In thousands of euros France Italy Netherlands United Kingdom Belgium Portugal Ireland United States Norway Sweden Denmark Finland Total 2022 Property, plant and equipment 8,068 26,702 19,551 376 238 9,723 17,928 921 24,551 — 1,331 — 109,389 Intangible assets other than Goodwill (a) 1,174 1,772,795 61,647 4,512 4 3,779 17,452 34,287 223,302 303 63,579 132 2,182,966 2021 Property, plant and equipment 10,079 26,929 12,360 557 251 10,213 18,547 1,294 16,303 — 1,047 — 97,580 Intangible assets other than Goodwill (a) 1,092 1,814,138 42,380 6,200 — 1,869 19,147 35,139 246,030 391 66,039 227 2,232,652 (a)Goodwill is monitored at the Group level and therefore not allocated by country. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 275 Note 35.Financial instruments 35.1Financial instruments by category The financial instruments held by the Group are set out below. As at 31 December 2022 In thousands of euros Amortised cost FVOCI equity instruments FVOCI debt instruments FVPL Total Financial assets CCP trading assets at fair value — — — 7,486,731 7,486,731 Assets under repurchase transactions 134,172,307 — — — 134,172,307 Other financial assets traded but not yet settled — — — 8,296 8,296 Debt instruments at fair value through OCI — — 1,753,811 — 1,753,811 Other instruments held at fair value — — — 12,315 12,315 Other receivables from clearing members 9,795,350 — — — 9,795,350 Cash and cash equivalents of clearing members 13,613,729 — — — 13,613,729 Total financial assets of the CCP clearing business 157,581,386 — 1,753,811 7,507,342 166,842,539 Financial assets at fair value through OCI — 249,718 28,501 — 278,219 Financial assets at amortised cost 2,312 — — — 2,312 Trade and other receivables 318,087 — — — 318,087 Derivative financial instruments — — — — — Other current financial assets 67,242 — 95,498 — 162,740 Cash and cash equivalents 1,001,082 — — — 1,001,082 Total 158,970,109 249,718 1,877,810 7,507,342 168,604,979 Financial liabilities CCP trading liabilities at fair value — — — 7,486,731 7,486,731 Liabilities under repurchase transactions 134,172,307 — — — 134,172,307 Other financial liabilities traded but not yet settled — — — 8,296 8,296 Other payables to clearing members 25,191,350 — — — 25,191,350 Total financial liabilities of the CCP clearing business 159,363,657 — — 7,495,027 166,858,684 Borrowings (non-current) 3,027,161 — — — 3,027,161 Lease liabilities (non-current) 21,648 — — — 21,648 Borrowings (current) 17,370 — — — 17,370 Derivative financial instruments — — — 19 19 Lease liabilities (current) 28,466 — — — 28,466 Other current financial liabilities — — — — — Trade and other payables 396,287 — — — 396,287 Total 162,854,589 — — 7,495,046 170,349,635 The nature and composition of the CCP clearing business assets and liabilities are explained in the accounting policies section in Note 3. 8 Financial Statements 276 2022 UNIVERSAL REGISTRATION DOCUMENT As at 31 December 2021 In thousands of euros Amortised cost FVOCI equity instruments FVOCI debt instruments FVPL Total Financial assets CCP trading assets at fair value — — — 11,123,682 11,123,682 Assets under repurchase transactions 105,638,953 — — — 105,638,953 Other financial assets traded but not yet settled — — — 4,126 4,126 Debt instruments at fair value through OCI — — 4,460,408 — 4,460,408 Other instruments held at fair value — — — 1,190 1,190 Other receivables from clearing members 5,857,349 — — — 5,857,349 Cash and cash equivalents of clearing members 10,665,176 — — — 10,665,176 Total financial assets of the CCP clearing business 122,161,478 — 4,460,408 11,128,998 137,750,884 Financial assets at fair value through OCI — 207,693 50,375 — 258,068 Financial assets at amortised cost 2,902 — — — 2,902 Trade and other receivables 394,986 — — — 394,986 Derivative financial instruments — — — 11,913 11,913 Other current financial assets 50,091 — 107,499 — 157,590 Cash and cash equivalents 804,361 — — — 804,361 Total 123,413,818 207,693 4,618,282 11,140,911 139,380,704 Financial liabilities CCP trading liabilities at fair value — — — 11,123,682 11,123,682 Liabilities under repurchase transactions 105,638,953 — — — 105,638,953 Other financial liabilities traded but not yet settled — — — 4,126 4,126 Other payables to clearing members 20,965,642 — — — 20,965,642 Total financial liabilities of the CCP clearing business 126,604,595 — — 11,127,808 137,732,403 Borrowings (non-current) 3,044,391 — — — 3,044,391 Lease liabilities (non-current) 50,691 — — — 50,691 Borrowings (current) 17,359 — — — 17,359 Derivative financial instruments — — — — — Lease liabilities (current) 20,993 — — — 20,993 Other current financial liabilities — — — — — Trade and other payables 439,856 — — — 439,856 Total 130,177,885 — — 11,127,808 141,305,693 The Group’s exposure to various risks associated with the financial instruments is discussed in Note 37. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets mentioned above. 35.2 Fair value measurement 35.2.1Fair value hierarchy The table below analyses financial instrument carried at fair value, by valuation method. The different levels have been defined as follows: ▪Level 1: quoted prices in active markets for identical assets or liabilities ▪Level 2: inputs that are based on observable market data, directly or indirectly ▪Level 3: unobservable inputs Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 277 In thousands of euros Level 1 Level 2 Level 3 Total As at 31 December 2022 Assets Financial assets at FVOCI Unlisted equity securities — — 249,718 249,718 Quoted debt instruments 123,999 — — 123,999 Quoted debt instruments of CCP clearing business 1,753,811 — — 1,753,811 Financial assets at FVPL Derivative instruments of CCP clearing business 7,486,731 — — 7,486,731 Other instruments of CCP clearing business 20,610 — — 20,610 Total assets 9,385,151 — 249,718 9,634,869 Liabilities Financial liabilities at FVPL Derivative instruments of CCP clearing business 7,486,731 — — 7,486,731 Other instruments of CCP clearing business 8,296 — — 8,296 Other derivative instruments (a) — 19 — 19 Total liabilities 7,495,027 19 — 7,495,046 (a) Including foreign exchange spot transactions of €19k in Nord Pool As at 31 December 2021 Assets Financial assets at FVOCI Unlisted equity securities — — 207,693 207,693 Quoted debt instruments 157,874 — — 157,874 Quoted debt instruments of CCP clearing business 4,460,408 — — 4,460,408 Financial assets at FVPL Hedging derivatives - interest rate swaps (a) — 11,913 — 11,913 Derivative instruments of CCP clearing business 11,123,682 — — 11,123,682 Other instruments of CCP clearing business 5,316 — — 5,316 Total assets 15,747,280 11,913 207,693 15,966,886 Liabilities Financial liabilities at FVPL Derivative instruments of CCP clearing business 11,123,682 — — 11,123,682 Other instruments of CCP clearing business 4,126 — — 4,126 Total liabilities 11,127,808 — — 11,127,808 (a) Including foreign exchange spot transactions of €12k in Nord Pool The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy levels at the end of the reporting period. There were no transfers between the levels of fair value hierarchy in 2022 and 2021. The Group did not measure any financial assets or financial liabilities at fair value on a non-recurring basis as at 31 December 2022. 35.2.2.Fair value measurements using quoted prices in active markets for identical assets or liabilities (level 1) The quoted debt instruments primarily relate to investments in listed bonds held by Euronext Securities Copenhagen and Euronext Clearing's own fund investments in government bonds. The quoted debt instruments of CCP clearing business represent an investment portfolio in predominantly government bonds funded by the margins and default funds deposited by members of the CCP clearing business. The derivative instruments of CCP clearing business comprise open transactions not settled at the reporting date on the derivatives market in which Euronext Clearing operates as a central counterparty. The other instruments of CCP clearing business include clearing member trading balances for equity and debt instruments that are marked to market on a daily basis. Fair values of the instruments mentioned above are determined by reference to published price quotations in an active market. 35.2.3.Fair value measurements using observable market data, directly or indirectly (level 2) The fair value of interest rate swaps was calculated as the present value of the estimated future net cash flows based on observable yield curves at the reporting date. 35.2.4.Fair value measurements using unobservable inputs (level 3) 8 Financial Statements 278 2022 UNIVERSAL REGISTRATION DOCUMENT The following table presents the changes in level 3 instruments for the period ended 31 December 2022: Unlisted equity securities Contingent consideration payables Redemption liability Total In thousands of euros As at 31 December 2020 204,506 (521) — 203,985 Revaluations recognised in OCI 2,995 — — 2,995 Revaluations recognised in P&L — — — — Additions — — — — Payments — 521 — 521 Acquisitions / (incurrences) — — — — Exchange differences and other 192 — — 192 As at 31 December 2021 207,693 — — 207,693 Revaluations recognised in OCI 42,054 — — 42,054 Revaluations recognised in P&L — — — — Additions — — — — Payments — — — — Acquisitions / (incurrences) — — — — Exchange differences and other (29) — — (29) As at 31 December 2022 249,718 — — 249,718 Valuation process Concerning the valuation process for fair value measurement categorised within level 3 of the fair value hierarchy, the Group’s central treasury department collects and validates the available level 3 inputs and performs the valuation according to the Group’s valuation methodology for each reporting period. The fair value estimates are discussed with-, and challenged by the Group Finance Director and the Chief Financial Officer. Periodically the values of investments categorised in “level 3” are validated by staff with extensive knowledge of the industry in which the invested companies operate. Although valuation techniques are applied consistently as a principle, Management, upon advice from the Group’s valuation experts, may decide to replace a valuation technique if such a change would improve the quality or the reliability of the valuation process. Unlisted equity securities in Euroclear S.A./N.V. and Sicovam Holding S.A. For measuring fair value of its long-term investments in unlisted equity securities in Euroclear S.A/N.V. and Sicovam Holding S.A., the Group applied applied a weighted approach, using both the Gordon Growth Model (with return on equity and expected dividend growth rate as key non- observable parameters) and recent observed market transactions taking into account an illiquidity discount for the limited number of transactions. In addition, for measuring the fair value of Sicovam Holding S.A, the Group applied an illiquidity discount as an unobservable input for which a sensitivity impact of +10%/(-10%) would amount to a decrease or (increase) of €8.2 million in the fair value (2021: €6.6 million). More information on the investments is further disclosed in Note 20. The key assumptions used in the Gordon Growth Model valuation model are shown in the tables below. The sensitivity analysis shows the impact on fair value using the most favorable combination (increase), or least favorable combination (decrease) of the unobservable inputs per investment in unlisted equity securities. 2022: In thousands of euros Fair value at 31 December 2022 Unobservable inputs ) Range of inputs (probability-weighted average) Relationship of unobservable inputs to fair value Increase decrease Euroclear S.A./N.V. 175,888 Return on equity 9.2% - 10.2% (9.7%) 4,563 (5,039) Expected dividend growth rate 0.5% - 1.5% (1.0%) Sicovam Holding S.A. 73,483 Return on equity 9.2% - 10.2% (9.7%) 1,775 (1,960) Expected dividend growth rate 0.5% - 1.5% (1.0%) ) There were no significant inter-relationships between unobservable inputs that materially affect fair value Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 279 2021: In thousands of euros Fair value at 31 December 2020 Unobservable inputs ) Range of inputs (probability-weighted average) Relationship of unobservable inputs to fair value Increase decrease Euroclear S.A./N.V. 148,256 Return on equity 8.5% - 9.5% (9.0%) 4,748 (5,488) Expected dividend growth rate 0.5% - 1.5% (1.0%) Sicovam Holding S.A. 59,083 Return on equity 8.5% - 9.5% (9.0%) 1,779 (2,202) Expected dividend growth rate 0.5% - 1.5% (1.0%) ) There were no significant inter-relationships between unobservable inputs that materially affect fair value Contingent consideration payables and redemption liability The contingent consideration payable of €0.5 million related to Black Woodpecker Software was paid in full in 2021. 35.2.5.Fair values of other financial instruments The Group also has a number of financial instruments which are not measured at fair value in the balance sheet. For these instruments the fair values approximate their carrying amounts. As per 31 December 2022, trade and other receivables included €70.3 million (2021: €116.5 million) of Nord Pool power sales positions and trade and other payables included €116.3 million (2021: €188.6 million) of Nord Pool power purchases positions. 35.3.Net Treasury Income through CCP business by classification For the year ended 31 December 2022, net treasury income through CCP clearing business is earned from instruments held at amortised cost or fair value as follows: ▪A total €55.3 million gain was earned from financial assets and financial liabilities held at amortised cost (€28.6 million from interest income on liabilities held at amortised cost and €26.7 million on interest expenses on assets held at amortized cost). In 2021, a net €43.6 million was earned from financial assets and financial liabilities held at amortised cost ( €93.1 million income and €49.5 million expense). ▪A net €11.3 million loss (2021: €8.2 million loss) was incurred from assets held at fair value (€32.3 million income and €43.6 million expense (2021: €30.1 million income and €38.3 million expense)). ▪In addition, a revaluation loss of €48.9 million was incurred, following a one–off partial disposal of the debt investment portfolio held at Euronext Clearing. The Group recycled the related loss from Other Comprehensive Income to net treasury income. 35.4.Offsetting within clearing member balances CCP clearing business financial assets and liabilities are offset and only the net amount is presented in the consolidated balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. The following table shows the offsetting breakdown by products: As at 31 December 2022 Gross amounts Amount offset Net amount as reported In thousands of euros Derivative financial asset 22,371,041 (14,884,310) 7,486,731 Reverse repurchase agreements 145,460,677 (11,288,370) 134,172,307 Other 17,777 (9,481) 8,296 Total assets 167,849,495 (26,182,161) 141,667,334 Derivative financial liabilities (22,371,041) 14,884,310 (7,486,731) Reverse repurchase agreements (145,460,677) 11,288,370 (134,172,307) Other (17,777) 9,481 (8,296) Total liabilities (167,849,495) 26,182,161 (141,667,334) 8 Financial Statements 280 2022 UNIVERSAL REGISTRATION DOCUMENT 31 December 2021 Gross amounts Amount offset Net amount as reported In thousands of euros Derivative financial asset 24,913,656 (13,789,974) 11,123,682 Reverse repurchase agreements 118,785,865 (13,146,912) 105,638,953 Other 7,362 (3,236) 4,126 Total assets 143,706,883 (26,940,122) 116,766,761 Derivative financial liabilities (24,913,656) 13,789,974 (11,123,682) Reverse repurchase agreements (118,785,865) 13,146,912 (105,638,953) Other (7,362) 3,236 (4,126) Total liabilities (143,706,883) 26,940,122 (116,766,761) Note 36.Related parties 36.1.Transactions with related parties The Group has related party relationships with its associates and joint ventures (as described in Note 7). Transactions with associates and joint ventures are generally conducted with terms equivalent to arm’s length transactions. Transactions between subsidiaries are not included in the description as these are eliminated in the Consolidated Financial Statements. The interests in Group Companies are set out in Note 4. The transactions with related parties and outstanding year- end balances are reported in the tables below: In thousands of euros 2022 2021 Sales to related parties 83,515 88,642 Purchases from related parties 36,818 34,535 In thousands of euros As at 31 December 2022 As at 31 December 2021 Receivables from related parties 3,925 4,287 Payables to related parties 600 227 Euronext Clearing has an interoperability agreement in place with associate LCH SA, covering trades in Italian Government bonds executed on MTS markets. No cross- charges of revenue or expenses are recognized in connection with this agreement. 36.2.Key management remuneration The other related parties disclosure relates entirely to the key management of Euronext, being represented by the company’s Managing Board and Supervisory Board. The compensation expense recognised for key management is as follows: 2022 In thousands of euros Managing Board Supervisory Board Total Short term benefits (6,947) (1,245) (8,192) Share-based payment costs (a) (3,810) — (3,810) Post-employment benefits (180) — (180) Termination benefits — — — Total benefits (10,937) (1,245) (12,182) (a)Share based payments costs are recognised in accordance with IFRS 2. 2021 In thousands of euros Managing Board Supervisory Board Total Short term benefits (6,840) (992) (7,832) Share-based payment costs (a) (3,896) — (3,896) Post-employment benefits (169) — (169) Termination benefits — — — Total benefits (10,905) (992) (11,897) (a)Share based payments costs are recognised in accordance with IFRS 2. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 281 Note 37.Financial risk management As a result of its operating and financing activities, the Group is exposed to market risks such as interest rate risk, currency risk and credit risk. The Group has implemented policies and procedures designed to measure, manage, monitor and report risk exposures, which are regularly reviewed by the appropriate management and supervisory bodies. The Group’s central treasury team is charged with identifying risk exposures and monitoring and managing such risks on a daily basis. To the extent necessary and permitted by local regulation, the Group’s subsidiaries centralise their cash investments, report their risks and hedge their exposures in coordination with the Group’s central treasury team. The Group performs sensitivity analyses to determine the effects that may result from market risk exposures. The Group uses derivative instruments solely to hedge financial risks related to its financial position or risks that are otherwise incurred in the normal course of its commercial activities. The Group does not use derivative instruments for speculative purposes. 37.1Liquidity risk The Group would be exposed to a liquidity risk in the case where its short-term liabilities become, at any date, higher than its cash, cash equivalents, short-term financial investments and available bank facilities and in the case where the Group is not able to refinance this liquidity deficit, for example, through new banking lines. Cash, cash equivalents and short-term financial investments are managed as a global treasury portfolio invested in non-speculative financial instruments, readily convertible to cash, such as bank balances, money market funds, overnight deposits, term deposits and other money market instruments, thus ensuring a very high liquidity of the financial assets. The Group’s policy is to ensure that cash, cash equivalents and available bank facilities allow the Group to repay its financial liabilities at all maturities, even disregarding incoming cash flows generated by operational activities, excluding the related party loans granted by the Group’s subsidiaries to its Parent. The net position of current financial assets, financial liabilities and available credit facilities, excluding working capital items, as of 31 December, 2022 and 2021 is described in the table below: In thousands of euros 2022 2021 Cash cash equivalents and short term investments 1,163,822 804,361 Available revolving credit facility (RCF) 600,000 600,000 Financial debt (long term and short term borrowings) (3,044,531) (3,061,750) Net position (1,280,709) (1,657,389) The Group has a €600 million revolving credit facility (2021: €600 million) that can be used for general corporate or M&A purposes (see Note 29). As of 31 December 2022, the Group did not have any amounts drawn under the facility. The Group reviews its liquidity and debt positions on an ongoing basis, and subject to market conditions and strategic considerations, may from time to time re-examine the debt structure of its debt and modify the maturity profile and the sources of financing. The Group is able to support short term liquidity and operating needs through existing cash balance and its strong ability to generate adequate cash flow. The Group has generally access to debts markets, including bank facilities, and may be able to obtain additional debt or other sources of financing to finance its strategic development, provided that its financial risk profile allows it to do so. The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments, including principal - and interest amounts, expected throughout the life of the obligations: In thousands of euros Maturity < 1 year Maturity between 1 and 5 years Maturity > 5 years Total 2022 Trade and other payables 396,287 — — 396,287 Borrowings 27,688 1,191,563 2,119,313 3,338,564 Lease liabilities 28,466 19,583 2,065 50,114 2021 Trade and other payables 439,856 — — 439,856 Borrowings 27,688 1,205,750 2,132,813 3,366,251 Lease liabilities 20,993 44,634 6,058 71,685 Liquidity risk - CCP clearing business The Group’s CCP must maintain a level of liquidity (consistent with regulatory requirements) to ensure the smooth operation of its respective markets and to maintain operations in the event of a single or multiple market stress event or member failure. This includes the potential requirement to liquidate the position of a clearing member under a default scenario including covering the associated losses and the settlement obligations of the defaulting member. The Group’s CCP maintains sufficient cash and cash equivalents and has access to intraday central bank 8 Financial Statements 282 2022 UNIVERSAL REGISTRATION DOCUMENT refinancing (collateralized with ECB eligible bonds) along with commercial bank credit lines to meet in a timely manner its payment obligations. As at 31 December 2022, the Group’s CCP had €420 million (2021: €420 million) credit lines granted by commercial banks serving as liquid recourse to mitigate liquidity risks according to EMIR regulation. None of the credit lines had been used as of 31 December 2022. Revised regulations requires the CCP to ensure that appropriate levels of back-up liquidity are in place to underpin the dynamics of a largely secured cash investment requirement, ensuring that the maximum potential outflow under extreme market conditions is covered (see credit risk section). The Group’s CCP monitors its liquidity needs daily under normal and stressed market conditions. Where possible, the Group employs guaranteed delivery versus payment settlement techniques and manages CCP margin and default fund flows through central bank or long- established, bespoke commercial bank settlement mechanisms. Monies due from clearing members remain the clearing members’ liability if the payment agent is unable to effect the appropriate transfer. In addition, the Group's CCP maintains operational facilities with commercial banks to manage intraday and overnight liquidity. In line with the investment policy and the regulatory requirements, the Group’s CCP has partially invested the default funds and margin in government bonds, with an average maturity of around 12 months as per 31 December 2022. Even though these financial assets are generally held to maturity, a forced liquidation of the investment portfolio could lead to losses and lack of required liquidity. In thousands of euros Maturity < 1 year Maturity between 1 and 2 years Maturity between 2 and 3 years Total 2022 Investment portfolio 1,753,811 — — 1,753,811 2021 Investment portfolio 2,721,944 533,790 1,204,674 4,460,408 The table below analyses the Group’s CCP financial liabilities into relevant maturity groupings based on the remaining period from the balance sheet date to the contractual maturity date. The amounts disclosed in the table reflect the contractual undiscounted cash flows. In thousands of euros Maturity < 1 year Maturity between 1 and 5 years Maturity > 5 years Total 2022 CCP clearing member liabilities 166,858,684 — — 166,858,684 2021 CCP clearing member liabilities 137,732,403 — — 137,732,403 37.2Interest rate risk Substantially all interest-bearing financial assets and liabilities of the Group are either based on floating rates or based on fixed rates with an interest term of less than one year, except for the fixed rated Bonds #1 to #5, which have maturities between 5 and 20 years (see Note 29). The Group entered into interest rate swap contracts in order to hedge the interest rate risk inherent to the fixed rate Bond #1. As a result, the Group is exposed to fair value risk affecting fixed-rate financial assets and liabilities through its remaining fixed rate Bonds #2 to #5. On 3 May 2022, the Group terminated its fixed-to-floating interest rate swap agreements (at an aggregated notional of €500 million) in relation to the fair value hedge of the €500 million Bond #1 (see Note 23). As at 31 December 2022 and 2021 the interest rate exposure of the Company was as follows: Currency Position in EUR Positions in GBP Positions in USD Positions in NOK Positions in DKK Type of rate and maturity In thousands of euro Floating rate with maturity < 1 year Floating rate with maturity > 1 year Floating rate with maturity < 1 year Floating rate with maturity > 1 year Floating rate with maturity < 1 year Floating rate with maturity > 1 year Floating rate with maturity < 1 year Floating rate with maturity > 1 year Floating rate with maturity < 1 year Floating rate with maturity > 1 year 2022 Interest bearing financial assets (a) 620,734 216 44,557 — 23,749 — 100,312 — 40,540 — Interest bearing financial liabilities (8) — — — — — — — — — Net position before hedging 216 44,557 — 23,749 — 100,312 — 40,540 — Net position after hedging 620,726 216 44,557 — 23,749 — 100,312 — 40,540 — 2021 Interest bearing financial assets (a) 489,850 17,434 18,251 — 21,340 — 109,619 — 29,177 — Interest bearing financial liabilities — 38,738 112 — 15 — 31,611 — — — Net position before hedging 489,850 (21,304) 18,139 — 21,325 — 78,008 — 29,177 — Net position after hedging 501,898 (521,305) 18,139 — 21,326 — 78,007 — 29,177 — Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 283 Currency Position in EUR Positions in GBP Positions in USD Positions in NOK Positions in DKK Type of rate and maturity In thousands of euro Fixed rate with maturity < 1 year Fixed rate with maturity > 1 year Fixed rate with maturity < 1 year Fixed rate with maturity > 1 year Fixed rate with maturity < 1 year Fixed rate with maturity > 1 year Fixed rate with maturity < 1 year Fixed rate with maturity > 1 year Fixed rate with maturity < 1 year Fixed rate with maturity > 1 year 2022 Interest bearing financial assets (a) 248,226 — 5,657 — 29,105 — 57,242 — 25,953 — Interest bearing financial liabilities 17,362 3,027,161 — — — — — — — — Net position before hedging 230,864 (3,027,161) 5,657 — 29,105 — 57,242 — 25,953 — Net position after hedging 230,864 (3,027,161) 5,657 — 29,105 — 57,242 — 25,953 — 2021 Interest bearing financial assets (a) 212,084 — 48,082 — 23,058 — 68,862 — 34,779 — Interest bearing financial liabilities 17,359 3,033,255 — — — — — — — — Net position before hedging 194,725 (3,033,255) 48,082 — 23,058 — 68,862 — 34,779 — Net position after hedging 186,909 (2,544,391) 48,082 — 23,058 — 68,862 — 34,779 — (a)Includes cash and cash equivalents and non-current financial assets at amortised cost. The Group is exposed to cash-flow risk arising from net floating-rate positions. The Group was a net borrower in Euros exposed to fixed interest rates and a net lender in Euros exposed to floating rates at 31 December 2021 and 2022. Therefore, the sensitivity of net interest income to a parallel shift in the interest curves is that a 0.5% increase/decrease of the rate would have resulted in an increase/decrease of net interest income of €3.1 million based on the positions at 31 December 2022 (2021: nil). The Group was a net lender in Pound Sterling at 31 December 2022 and 2021. The sensitivity of net interest income to a parallel shift in the interest curves is that a 0.5% increase/decrease of the rate would have resulted in an increase/decrease of net interest income of €0.2 million based on the positions at 31 December 2022 (2021: nil). The Group was a net lender in US Dollar at 31 December 2022 and 2021. The sensitivity of net interest income to a parallel shift in the interest curves is that a 0.5% increase/ decrease of the rate would have resulted in an increase/ decrease of net interest income of €0.1 million based on the positions at 31 December 2022 (2021: nil). The Group was a net lender in Norwegian Kroner at 31 December 2022 and 2021. The sensitivity of net interest income to a parallel shift in the interest curves is that a 0.5% increase/decrease of the rate would have resulted in an increase/decrease of net interest income of €0.5 million based on the positions at 31 December 2022 (2021: €0.4 million). The fluctuation of the DKK against the EUR is set within the bandwidth +/-2.25% as an exchange rate mechanism established by the Denmark's Nationalbank. Therefore, currency risk sensitivity inherent to the Group exposure to that currency is deemed to be irrelevant. Interest rate risk - CCP clearing business The Group’s CCP faces interest rate exposure through the impact of changes in the reference rates used to calculate member liabilities versus the yields achieved through their predominantly secured investment activities. In the Group’s CCP, interest bearing assets are generally invested in secured instruments or structures and for a longer term than interest bearing liabilities, whose interest rate is reset daily. This makes investment revenue vulnerable to volatility in overnight rates and shifts in spreads between overnight and term rates. On daily basis the interest rate risk associated to investments is monitored via capital requirements. The Group's CCP has an investment policy, mitigating market risks. The Group's CCP investments have an average duration of around one year and are generally held until maturity. Losses will not materialise unless the investment portfolio is liquidated before maturity or in an event of portfolio rebalancing before maturity. In case of a forced liquidation of the CCP's financial investment portfolio before maturity to provide necessary liquidity, the CCP may face higher interest rate exposure on its financial investment portfolio. The interest rate exposure of the investment portfolio is predominantly at fixed rates (only a negligible part is at floating rates) at the amounts and maturities as disclosed in Note 37.1. As per 31 December 2022, an increase/decrease of the rate by 100 basis points would have an increasing/decreasing impact on the investment portfolio market value of €3.8 million or 0.20% (2021: €47 million or 1.03%). 37.3Currency risk Foreign currency translation risk: The Group’s net assets are exposed to the foreign currency risk arising from the translation of assets and liabilities of subsidiaries with functional currencies other than the euro. The following table summarises the assets and liabilities recorded in respectively GBP, USD and NOK functional currency and the related impact of a 10% in/decrease in the currency exchange rate on balance sheet: 8 Financial Statements 284 2022 UNIVERSAL REGISTRATION DOCUMENT In thousands 2022 2021 Assets £71,760 £85,603 Liabilities £(12,465) £(11,243) Net currency position £59,295 £74,360 Net currency position after hedge £59,295 £74,360 Absolute impact on equity of 10% in/decrease in the currency exchange rate €6,697 €8,838 In thousands 2022 2021 Assets $203,405 $194,921 Liabilities $(11,231) $(9,506) Net currency position $192,174 $185,415 Absolute impact on equity of 10% in/decrease in the currency exchange rate €17,952 €16,307 In thousands 2022 2021 Assets kr10,753,715 kr11,920,093 Liabilities kr(2,493,787) kr(3,599,549) Net currency position kr8,259,928 kr8,320,544 Absolute impact on equity of 10% in/decrease in the currency exchange rate €78,670 €83,003 Most operating revenue and expenses in the various subsidiaries of the Group are denominated in the functional currency of each relevant subsidiary. The Group’s consolidated income statement is exposed to foreign currency risk arising from receivables and payables denominated in currencies different from the functional currency of the related entity. The Group's general policy is not to hedge foreign exchange risk related to its net investments in foreign currency. However, the Group may use derivatives instruments designated as hedge of net investment or foreign denominated debt to manage its net Investment exposures. The decision to hedge the exposure is considered on a case by case basis since the Group is generally exposed to major, well established and liquid currencies. The Group would, by the same token, hedge transaction risk arising from cash flows paid or received in a currency different from the functional currency of the group contracting entity on a case by case basis. 37.4.Equity Market risk The Group’s investment in publicly traded equity securities was insignificant in 2022 and 2021. The Group's investments in non-publicly traded equity securities are disclosed in Note 20. 37.5.Credit risk The Group is exposed to credit risk in the event of a counterparty’s default. The Group is exposed to credit risk from its operating activities (primarily trade receivables), from its financing activities and from the investment of its cash and cash equivalents and short-term financial investments. The Group limits its exposure to credit risk by rigorously selecting the counterparties with which it executes agreements. Most customers of the Group are leading financial institutions that are highly rated. Investments of cash and cash equivalents in bank current accounts and money market instruments, such as short- term fixed and floating rate interest deposits, are governed by rules aimed at reducing credit risk: maturity of deposits strictly depends on credit ratings, counterparties' credit ratings are permanently monitored and individual counterparty limits are reviewed on a regular basis. In addition to the intrinsic creditworthiness of counterparties, the Group's policies also prescribe the diversification of counterparties (banks, financial institutions, funds) so as to avoid a concentration of risk. Derivatives are negotiated with leading high-grade bank. Credit risk - CCP clearing business In its role as CCP clearer to financial market participants, the Group’s CCP guarantees final settlement of transactions acting as buyer towards each seller and as seller towards each buyer. It manages substantial credit risks as part of its operations including unmatched risk positions that might arise from the default of a party to a cleared transaction. Clearing membership selection is based upon supervisory capital, technical and organisational criteria. Each member must pay margins, computed and collected at least daily, to cover the exposures and theoretical costs which the CCP might incur in order to close out open positions in the event of the member’s default. Margins are calculated using established and internationally acknowledged risk models and are debited from participants’ accounts through central bank accounts and via commercial bank payment systems. Minimum levels of cash collateral are required. Non-cash collateral is revalued daily but the members retain title of the asset and the Group only has a claim on these assets in the event of a default by the member. Clearing members also contribute to default funds managed by the CCP to guarantee the integrity of the markets in the event of multiple defaults in extreme market circumstances. Amounts are determined on the basis of the results of periodic stress testing examined by the risk committees of the CCP. Furthermore, the Group’s CCP reinforces its capital position to meet the most stringent relevant regulatory requirements applicable to it, including holding a minimum amount of dedicated own resources to further underpin the protective credit risk framework in the event of a significant market stress event or participant failure. An analysis of the aggregate clearing member contributions of margin and default funds across the CCP is shown below: Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 285 31 December 2022 31 December 2021 In thousands of euros Total collateral pledged Margin received in cash 17,777,769 12,148,577 Margin received by title transfer 625,779 798,186 Default fund total 5,909,844 6,910,839 Total on balance sheet collateral (a) 24,313,392 19,857,602 Total member collateral pledged 24,313,392 19,857,602 (a)The counterbalance of the total on balance sheet collateral is included in the line 'other payables to clearing members' in the table at Note 35.1 Investment counterparty risk for CCP margin and default funds is managed by investing the cash element in instruments or structures deemed ‘secure’, including through direct investments in highly rated, ‘regulatory qualifying’ sovereign bonds and supra-national debt, investments in tri-party and bilateral reverse repos (receiving high-quality government securities as collateral) in certain jurisdictions and deposits with the central bank of Italy. The small proportion of cash that is invested unsecured is placed for short durations with highly rated counterparties where strict limits are applied with respect to credit quality, concentration and tenor. 31 December 2022 31 December 2021 In thousands of euros Investment portfolio 1,753,811 4,460,408 CCP other financial assets (a) 1,753,811 4,460,408 Clearing member cash equivalents - short term deposits 10,011 175,378 Clearing member cash - central bank deposits 13,601,918 10,479,680 Clearing member cash - other banks 1,800 10,118 Total clearing member cash (b) 13,613,729 10,665,176 (a) The CCP other financial assets are included in the line 'Debt instruments at fair value through other comprehensive income' in the table at Note 35.1. (b) The total clearing member cash is included in the line 'Cash and cash equivalents of clearing members'' in the table at Note 35.1. Distress can result from the risk that certain governments may be unable or find it difficult to service their debts. This could have adverse effects, particularly on the Group’s CCP, potentially impacting cleared products, margin collateral, investments, the clearing membership and the financial industry as a whole. Specific risk frameworks manage country risk for both fixed income clearing and margin collateral and all clearing members’ portfolios are monitored regularly against a suite of sovereign stress scenarios. Investment limits and counterparty and clearing membership monitoring are sensitive to changes in ratings and other financial market indicators, to ensure the Group’s CCP is able to measure, monitor and mitigate exposures to sovereign risk and respond quickly to anticipated changes. Risk Committees maintain an ongoing watch over these risks and the associated policy frameworks to protect the Group against potentially severe volatility in the sovereign debt markets. The Group’s sovereign exposures at the end of the financial reporting period were: 31 December 2022 31 December 2021 In thousands of euros Sovereign investments Italy 392,962 2,124,637 Spain 609,319 976,955 EU Central (a) 144,737 684,495 Portugal 389,740 677,301 France 166,099 118,289 Germany 14,950 53,789 Ireland — — Netherlands 16,112 320 Belgium 29,903 — Total for all countries (b) 1,763,822 4,635,786 (a)'EU Central' consists of supra-national debts. 8 Financial Statements 286 2022 UNIVERSAL REGISTRATION DOCUMENT (b)The total sovereign investments include the investment portfolio of CCP clearing business assets as disclosed in the line 'Debt instruments at fair value through other comprehensive income' in the table at Note 35.1. 37.5.1Impairment of financial assets The Group’s trade and contract receivables and other debt financial assets at amortised cost or FVOCI (including CCP clearing business) are subject to the expected credit loss model. While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss was considered immaterial. Trade and contract receivables The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade and contract receivables. To measure expected credit losses, trade and contract receivables have been grouped based on shared credit risk characteristics and the days past due. The historical loss rates are based on the payment profiles of the sales over a period of 24 months before reporting date and the corresponding historical credit losses experience within this period. The historical loss rates are adjusted to reflect current and forward-looking factors specific to the debtors and economic environment. Generally trade receivables are written-off if past due more than one year, or when there is no reasonable expectation of recovery. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 21. The Group evaluates the concentration of credit risk with respect to trade and contract receivables as low, as most of its customers are leading financial institutions that are highly rated. Set out below is the information about the credit risk exposure on the Group’s trade and contract receivables using a provision matrix as at 31 December 2022 and 2021: 31 December 2022: Trade receivables 30-60 61-90 > 91 In thousands of euros Contract Receivables Current days past due days past due days past due Total Expected credit loss rate 0.07% 0.07% 0.28% 0.67% 1.78% Collectively assessed receivables 32,096 175,477 35,980 14,215 39,853 297,621 Expected credit loss collective basis 21 115 102 96 710 1,044 Expected credit loss rate — — — — 100.0% Individually assessed receivables — — — — 6,304 6,304 Expected credit loss individual basis — — — — 6,304 6,304 Total expected credit loss 21 115 102 96 7,014 7,348 31 December 2021: Trade receivables In thousands of euros Contract Receivables Current 30-60 days past due 61-90 days past due > 91 days past due Total Expected credit loss rate 0.09% 0.09% 0.37% 0.93% 2.33% Collectively assessed receivables 24,695 225,173 29,905 8,013 23,663 311,449 Expected credit loss collective basis 23 209 110 74 552 968 Expected credit loss rate — — — — 100.0% Individually assessed receivables — — — — 3,972 3,972 Expected credit loss individual basis — — — — 3,972 3,972 Total expected credit loss 23 209 110 74 4,524 4,940 In 2022, the increase in loss allowance provision was due to a higher customer base in the highest category of days outstanding, which is partly offset by a mathematical reduction in historical loss rates (caused by a decrease in historical credit losses, relative to a higher amount of sales following the inclusion of the full year impact of Borsa Italiana Group). The increase of individually assessed customers related to specific debtors, which showed a significant increase in credit risk. Other debt financial assets at amortised cost or FVOCI (including CCP clearing business) The other debt financial assets comprise i) debt investments at amortised cost, which include short-term deposits with a maturity over three months, ii) debt investments at FVOCI, which include investments in listed bonds and government bonds and iii) CCP clearing business financial assets at amortised cost or FVOCI. The other debt financial assets at amortised cost or FVOCI (including CCP clearing business) are considered to have low credit risk, as the issuers of the instruments have a low risk of default evidenced by their strong capacity to meet their contractual cash flow obligations in the near term. The Group closely monitors its CCP investment portfolio and invests only in government debt and other collateralised Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 287 instruments where the risk of loss is minimal. There was no increase in credit risk in the year and none of the assets are past due. The loss allowance recognised during the period was therefore limited to 12 months expected credit losses. The Group did not recognise any material provision for expected credit losses on its other debt financial assets at amortised cost or FVOCI (including CCP clearing business) as per 31 December 2022 (2021: not material). The amount of credit-impaired financial assets is considered not significant. 37.6Capital management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, to comply with regulatory requirements and to maintain an optimal capital structure to reduce the cost of capital and provide return to shareholders. Certain entities of the Group are regulated as Exchanges, as Central Securities Depository (CSD) or as Clearing House and are subject to certain statutory regulatory requirements based on their local statutory financial statements and risks. In general, the financial ratios of the Group’s subsidiaries significantly exceed the regulatory requirements and they maintain a safety cushion in order to avoid any concern from the regulators. Euronext N.V. must comply with prudential requirements, as a result of an agreement reached with the Dutch Finance Ministry in May 2016, which are set forth in three pillars: ■A minimum Total Equity level equal of at least € 250 million; and ■The Group shall take care of stable financing. Long-term assets of the Group will be financed with shareholders equity and long term liabilities, to the satisfaction of the AFM; and ■The Group shall have a positive regulatory capital on a consolidated basis. The regulatory capital is calculated according to the following formula: the paid up share capital plus the freely available reserves less the items listed in section 36 of Regulation (EU) no. 575/201. In deviation to mentioned formula, the value of the intangible fixed assets in connection with Mergers and Acquisitions will be deducted in 10 (default) or more (20 for Oslo Børs ASA) equal instalments (grow in period) from the regulatory capital. Considering a consistent dividend policy, the grow in period can be extended if the P/E ratio would exceed 10 times. If the grow in period and the related dividend policy provide for a negative a regulatory capital for a limited number of years of the gown-in period, then this fact will not prevent the execution of the consistent and prudent dividend policy of the Group in those years. As per 31 December 2022, Euronext N.V. complied with these requirements. Euronext Amsterdam N.V. is subject to a minimum statutory capital requirement of €730 thousand, shall have a regulatory capital in the amount of 50% of the direct fixed cost of Euronext Amsterdam N.V. during the preceding financial year and in addition the cash and cash equivalents shall be higher than the required minimum regulatory capital to operate as an exchange in the Netherlands. As per 31 December 2022, Euronext Amsterdam N.V. was in compliance with these requirements. Euronext Brussels SA/NV shall maintain adequate financial resources at its disposal to ensure orderly functioning of the market. The law mentions that FSMA may, by a regulation, set financial ratios for market operators and determine which financial information they are required to provide. At this date, no quantitative requirements has ever been set either by a regulation or by the Financial Authority FSMA. Euronext Dublin shall at all time hold a minimum level of capital based on the Basic Capital Requirement and the Systematic Capital Add-on and maintain liquid financial assets at least equal to the sum of these two amounts of required capital. As per 31 December 2022, Euronext Dublin complied with these requirements. Euronext Lisbon S.A. shall maintain minimum statutory share capital of €3.0 million and shall maintain minimum statutory equity of €6.0 million. In addition, Euronext Lisbon's liabilities must not exceed its own funds (basically the amount of equity). As per 31 December 2022, Euronext Lisbon complied with these requirements. Euronext Paris S.A. shall maintain statutory regulatory equity at no less than 50% of its yearly expenses and a solvency ratio on operational risks at no less than 8%. As per 31 December 2022, Euronext Paris S.A. complied with these requirements. Interbolsa S.A. shall maintain minimum statutory share capital of €2.75 million and shall maintain minimum statutory equity of €5.5 million. In addition, as a CSD, Interbolsa S.A. shall hold an amount of capital, including retained earnings and reserves, higher or equal to the sum of CSD’S capital requirements. As per 31 December 2022, Interbolsa S.A. complied with these requirements. VPS ASA shall comply with the capital requirement regulation for CSDs. As such, it shall hold an amount of capital, including retained earnings and reserves, higher or equal to the sum of CSD's capital requirements. As per 31 December 2022, VPS ASA complied with this requirement. Oslo Børs ASA must maintain an adequate level of primary capital. In this context, primary capital comprises equity after deducting items including intangible assets such as system development costs and deferred tax assets. Although the Norwegian legislation does not stipulate any specific quantitative level of capital requirements, Oslo Børs ASA maintains at all times sufficient liquid assets and capital resources. As per 31 December 2022, Oslo Børs ASA complied with these requirements. Euronext Markets Singapore Pte Ltd. shall maintain a minimum regulatory capital requirement (a) 18% of its annual operating revenue, (b) 50% of its annual operating costs, and (c) $500,000 restricted cash deposit. As per 31 December 2022, Euronext Markets Singapore Pte Ltd. complied with these requirements. VP Securities AS shall comply with the capital requirement regulation for CSDs. As such, it shall hold an amount of capital, including retained earnings and reserves, higher or equal to the sum of CSD's capital requirements. As per 31 December 2022, VP Securities AS complied with this requirement. 8 Financial Statements 288 2022 UNIVERSAL REGISTRATION DOCUMENT Borsa Italiana S.p.A must comply with Article 3 of the Italian CONSOB Markets Regulation. As such, it shall maintain 1) a net equity (share capital, reserves and undistributed profits) at least equal to operating costs necessary to cover six months based on the latest audited Financial statements and 2) an amount of liquid assets sufficient to cover estimated potential losses in stressed but plausible market conditions calculated using a risk-based approach which considers operational risks as well as other risks to which the regulated operator might be exposed to. As per 31 December 20212 Borsa Italiana S.p.A. complied with these requirements. Monte Titoli S.p.A. shall comply with article 47 of the CSDR regulation. As such, it shall hold capital (inclusive of undistributed profits and “Total Capital Requirement” reserves) which, at any time, is sufficient to guarantee that the CSD is adequately protected against operational, legal, custody, investment and commercial risks, so that it may continue to provide services; ensure a liquidation or an orderly restructuring of the activities of the CSD in an adequate period of at least 6 months, in the context of a series of stress scenarios. The capital thus identified must be invested in secured assets in order to comply with the provisions of Article 46 paragraph 4 of the CSDR Regulation. As per 31 December 2022, Monte Titoli S.p.A. complied with this requirement. Cassa di Compensazione e Garanzia S.p.A. must comply with Article 2 of EMIR based on which it must have capital (including undistributed profits and reserves) which at all times is sufficient to cover the total exposure to the following risks: ▪risks relating to the liquidation or restructuring of assets, ▪credit, counterparty's and market risks, ▪operational and legal risks, and ▪business risks. The capital thus identified must be invested in secured assets for the purpose of complying with Article 47 of EMIR. As per 31 December 2022, Cassa di Compensazione e Garanzia S.p.A. complied with these requirements. MTS S.p.A. must comply with Article 3 of the Italian CONSOB Markets Regulation. As such, it shall maintain 1) a net equity (share capital, reserves and undistributed profits) at least equal to operating costs necessary to cover six months based on the latest audited Financial statements and 2) an amount of liquid assets sufficient to cover estimated potential losses in stressed but plausible market conditions calculated using a risk-based approach which considers operational risks as well as other risks to which the regulated operator might be exposed to. As per 31 December 2022, MTS S.p.A. complied with these requirements. 37.7 Changes in liabilities arising from financing activities The changes in liabilities arising from the Group’s financing activities in 2022 and 2021 were as follows: In thousands of euros Borrowings due within 1 year Borrowings due after 1 year Leases due within 1 year Leases due after 1 year Total liabilities from financing activity As at 1 January 2021 8,243 1,272,510 15,900 35,051 1,331,704 Cash flows (88,926) 1,781,694 (23,762) — 1,669,006 Acquisitions 72,855 — 7,955 12,674 93,484 Additions — — 3,263 20,017 23,280 Fair Value adjustments — (11,136) — — (11,136) Accrued interest 25,187 — 718 — 25,905 Amortisation and transfer of issue costs — 1,323 — — 1,323 Foreign exchange impacts — — 159 297 456 Other — — 16,760 (17,348) (588) As at 31 December 2021 17,359 3,044,391 20,993 50,691 3,133,434 Cash flows (29,565) — (23,417) — (52,982) Acquisitions — — — — — Additions — — 4,797 (2,926) 1,871 Fair Value adjustments — (19,091) — — (19,091) Accrued interest 29,576 — 733 — 30,309 Amortisation and transfer of issue costs — 1,861 — — 1,861 Foreign exchange impacts — — (87) 29 (58) Other — — 25,447 (26,146) (699) As at 31 December 2022 17,370 3,027,161 28,466 21,648 3,094,645 The line ‘Other’ includes the effect of reclassification of non-current portion of lease liabilities to current due to the passage of time. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 289 Note 38.Contingencies The Group is involved in a number of legal proceedings that have arisen in the ordinary course of our business. Other than as discussed below, management does not expect these pending or threatening legal proceedings to have a significant effect on the Group’s financial position or profitability. The outcome of legal proceedings, however, can be extremely difficult to predict and the final outcome may be materially different from managements’ expectation. Euronext Amsterdam Pension Fund In the court case between Euronext Amsterdam and approximately 120 retired and/or former Euronext Amsterdam employees, united in an association ("VPGE"), the Higher Court ordered Euronext to restore the pension reduction to the VPGE members and to pay for indexation of the VPGE member’s pensions on 28 July 2020. Euronext lodged an appeal in Cassation before the Supreme Court on 23 October 2020. On 29 October 2021, the Attorney General ("Advocaat- Generaal") advised the Supreme Court to annul the decision of the Higher Court and to reject the cross-appeal filed by VPGE. On 23 September 2022, the Supreme Court has overturned the verdict of the Higher Court. The Supreme Court agreed with Euronext’s position on all points raised. In accordance with Dutch procedural rules, the case will now be reverted back to the Higher Court that has to take the final decision, taking into account the verdict of the Supreme Court. The date of this hearing has not yet been announced. No provision has been booked in connection with this case. Note 39.Commitments 39.1Capital commitments As of 31 December, capital expenditures contracted but not yet incurred were as follows: In thousands of euros 2022 2021 No later than one year 3,004 11,428 Later than 1 year and no later than 5 years 3,264 1,522 Later than 5 years — — Total 6,268 12,950 The decrease in capital expenditures contracted was primarily due to the fact that the previous period was impacted by investments made for the data centre in Bergamo and investments made for improvements to the Oslo Børs building. 39.2Guarantees given As per 31 December 2022, Euronext N.V. participates in a number of guarantees within the Group (see Note 58). 39.3Securities held as custodian In Portugal, Norway, Denmark and Italy, the Group acts as a National Central Securities Depository, operated by respectively Interbolsa, Verdipapirsentralen ASA (VPS), VP Securities AS and Monte Titoli S.p.A. Interbolsa As at 31 December 2022, the value of securities kept in custody by Interbolsa amounted to €386 billion (2021: €397 billion) based on the market value of shares and the nominal value of bonds. The procedures of this National Central Securities Depository are focused on the provision of notary services, central maintenance services and settlement securities services, according to the CSDR (Central Securities Depository Regulation). The settlement services, provided through T2S platform, have its risks mitigated mainly by early warning systems. The reconciliation procedures in place mitigate the major risks related to the registration of securities. VPS As at 31 December 2022, the value of securities kept in custody by VPS amounted to €744 billion (2021: €762 billion) based on the market value of shares and the nominal value of bonds. Under the terms of Section 9-1 the Norwegian Central Securities Depository Act of 15 March 2019, VPS is liable for losses that other parties may incur as a result of errors that occur in connection with registration activities. This does not apply if VPS is able to demonstrate that the error was outside VPS’ control. The statutory liability according to Section 9-1, first Paragraph, only applies to direct losses and is limited to NOK 500 million for the same error. In case of gross negligence or wilful misconduct these limitations do not apply. For losses that can be attributed to an account operator, VPS is jointly and severally liable with the account operator for NOK 50 million per error. Above this amount, the central securities depository is not liable for losses that can be attributed to an account operator. Euronext Nordics Holding AS has taken out errors and omissions insurance for the parent company and its subsidiaries, with an annual limit of NOK 1 billion and a deductible of NOK 10 million per claim. VPS shares this insurance with the other companies in the Group up to a limit of NOK 300 million and is the sole insured party for the balance of NOK 700 million. The insurance is subject to a limit of NOK 500 million for any one claim. VP Securities As at 31 December 2022, the value of securities kept in custody by VP Securities amounted to €1,443 billion (2021: €1,638 billion) based on the market value of shares and the nominal value of bonds. The procedures of this National Central Securities Depository are focused on the provision of notary services, central maintenance services and settlement securities services, according to the CSDR (Central Securities Depository Regulation). The settlement services, provided through T2S platform, have its risks mitigated mainly by early warning systems. The reconciliation procedures in place mitigate the major risks related to the registration of securities. 8 Financial Statements 290 2022 UNIVERSAL REGISTRATION DOCUMENT Monte Titoli As at 31 December 2022, the value of securities kept in custody by Monte Titoli amounted to €3,730 billion (2021: €3,635 billion) based on the market value of shares and the nominal value of bonds. The procedures of this National Central Securities Depository are focused on the provision of notary services, central maintenance services and settlement securities services, according to the CSDR (Central Securities Depository Regulation). The settlement services, provided through T2S platform, have its risks mitigated mainly by early warning systems. The reconciliation procedures in place mitigate the major risks related to the registration of securities. Note 40.Events after the reporting period The significant events that occurred between 31 December 2022 and the date of this report that could have a material impact on the economic decisions made based on these financial statements are listed below: Termination of Derivatives Clearing Contract with LCH SA During the first weeks of January 2023, Euronext local boards decided to terminate the Derivatives Clearing Agreement with LCH SA. On 16 January 2023, a termination notice was sent to LCH SA. The event creates a present obligation based on conditions that arose after the end of the reporting period and therefore qualifies as a non-adjusting subsequent event. Therefore, the Group will recognise a provision for the termination fees and migration fees (including indexation) indicated in the agreement of approximately €36.0 million, in the first quarter of 2023. The amount will be due in 2024. Following the notification of the early termination of the Agreement, LCH Group has the option to buy back Euronext's 11.1% stake in LCH SA. Further communication related to the stake owned by Euronext in LCH SA will be made when appropriate. Authorisation of Consolidated Financial Statements Amsterdam, 30 March 2023 Supervisory Board Managing Board Piero Novelli (Chairman) Stéphane Boujnah (CEO and Chairman) Dick Sluimers Chris Topple Diana Chan Daryl Byrne Rika Coppens Delphine d’Amarzit Alessandra Ferone Fabrizio Testa Manuel Ferreira da Silva Isabel Ucha Padraic O’Connor Øivind Amundsen Nathalie Rachou Simone Huis in ‘t Veld Olivier Sichel Vincent van Dessel Morten Thorsrud Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 291 Euronext N.V. Company Financial Statements for the year ended 31 December 2022 8 Financial Statements 292 2022 UNIVERSAL REGISTRATION DOCUMENT Company Income Statement Year ended In thousands of euros Note 31 December 2022 31 December 2021 Net turnover 42 — — Other operating expenses 43 (15,029) (40,460) Total operating (loss) (15,029) (40,460) Income from equity investments 44 9,306 17,330 Other interest income and similar income 44 18,592 45,667 Other interest expenses and similar charges 44 (47,862) (37,968) Result before tax (34,993) (15,431) Tax 45 5,406 629 Share in result of participations 46 467,414 428,146 Net result for the year 437,827 413,344 The above Company Income Statement should be read in conjunction with the accompanying notes. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 293 Company Balance Sheet (Before appropriation of profit) In thousands of euros Note As at 31 December 2022 As at 31 December 2021 (Restated (a)) As at 1 January 2021 (Restated (a)) Assets Fixed assets Investments in consolidated subsidiaries 46 6,237,933 6,419,938 1,892,156 Investments in associates and joint ventures 46 70,562 68,476 68,051 Related party loans 46 459,408 469,869 459,705 Financial assets at fair value through OCI 47 166,349 140,215 137,374 Other non-current financial and other assets 48 1,013 968 5,101 Total financial fixed assets 6,935,265 7,099,466 2,562,387 Total fixed assets 6,935,265 7,099,466 2,562,387 Current assets Trade and other receivables 49 250,635 99,559 66,052 Income tax receivable 32,383 33,674 23,570 Related party loans 50 155,754 161,327 100,621 Total receivables 438,772 294,560 190,243 Derivative financial instruments — 11,901 23,735 Other current financial assets 10,000 — — Total securities 51 10,000 11,901 23,735 Cash and cash equivalents 51 258,464 53,509 205,467 Total current assets 707,236 359,970 419,445 Total assets 7,642,501 7,459,436 2,981,832 Shareholders' equity and liabilities Shareholders' equity Issued capital 171,370 171,370 112,000 Share premium 2,423,428 2,423,428 107,562 Reserve for own shares (32,836) (42,778) (19,867) Retained earnings 820,358 601,051 499,437 Legal reserves and other 93,820 81,171 44,132 Profit for the year 437,827 413,344 315,484 Total shareholders' equity 52 3,913,967 3,647,586 1,058,748 Long-term liabilities Borrowings 53 3,027,161 3,044,391 1,272,510 Deferred tax liabilities 19,202 15,884 12,700 Total long-term liabilities 3,046,363 3,060,275 1,285,210 Short-term liabilities Borrowings 53 17,362 17,359 8,227 Related party borrowings 54 241,007 300,275 378,019 Derivative financial instruments — — 298 Trade and other payables 55 423,802 433,941 251,330 Total short-term liabilities 682,171 751,575 637,874 Total shareholders' equity and liabilities 7,642,501 7,459,436 2,981,832 (a) See Note 41 for more details regarding the restatement as a result of an error. The above Company Balance Sheet should be read in conjunction with the accompanying notes. 8 Financial Statements 294 2022 UNIVERSAL REGISTRATION DOCUMENT Notes to the Company Financial Statements Note 41.Basis of preparation Euronext N.V. is a Dutch public company with limited liability (naamloze vennootschap) which has its registered office in Amsterdam under Chamber of Commerce number 60234520. The company financial statements of Euronext N.V. (hereafter: the Company) have been prepared in accordance with Part 9, Book 2 of the Dutch Civil Code. In accordance with sub 8 of article 362, Book 2 of the Dutch Civil Code, the company’s financial statements are prepared based on the accounting principles of recognition, measurement and determination of profit, as applied in the consolidated financial statements. These principles also include the classification and presentation of financial instruments, being equity instruments or financial liabilities. In case no other policies are mentioned, refer to the accounting policies as described in the accounting policies in the Consolidated Financial Statements of this Annual report. For an appropriate interpretation, the Company Financial Statements of Euronext N.V. should be read in conjunction with the Consolidated Financial Statements. Valuation of investments in consolidated subsidiaries Investments in consolidated subsidiaries are presented at net asset value. Net asset value is based on the measurement of assets, provisions and liabilities and determination of profit based on the principles applied in the consolidated financial statements. If the valuation of a consolidated subsidiary based on the net asset value is negative, it will be stated at nil. If and insofar the Company can be held fully or partially liable for the debts of the consolidated subsidiary, or has the firm intention of enabling the consolidated subsidiary to settle its debts, a provision is recognised for this. In determining the value of consolidated subsidiaries with a negative equity, any non- current loans, issued to the consolidated subsidiary, that should be seen as part of the net investment are taken into account. Non-current loans are considered to be part of the net investment if these loans are not expected to be settled in the near future nor planned to be settled in the near future. Correction of an error In the second half of 2022, management discovered that in prior periods some of the Dutch subsidiaries of Euronext N.V. had incorrectly applied article 365, Book 2 of the Dutch Civil Code, and as a result did not recognise a legal reserve for the carrying amount of capitalised development costs. As the legal reserve for capitalised development costs is restricted for distribution, this can impact the reserve for “non-distributable retained earnings and other reserves regarding subsidiaries” in the company financial statements of Euronext N.V. Management recalculated the legal reserve for “non- distributable retained earnings and other reserves regarding subsidiaries” and concluded that the reserve was understated for the 2021 and prior financial years. The error has been corrected by restating each of the affected financial statement line items for the prior periods, as follows: Impact on company balance sheet (Increase /(decrease)): In thousands of euros 31 December 2021 (Originally reported) Increase / (decrease) 31 December 2021 (Restated) 31 December 2020 (Originally reported) Increase / (decrease) 1 January 2021 (Restated) Retained Earnings 619,679 (18,628) 601,051 517,566 (18,129) 499,437 Legal reserves and other 62,543 18,628 81,171 26,003 18,129 44,132 Total shareholders' equity 3,647,586 — 3,647,586 1,058,748 — 1,058,748 Impact on company statement of changes in equity (Increase /(decrease)) In thousands of euros Retained Earnings Non-distributable retained earnings and other reserves by subsidiaries Total As at 31 December 2020 (originally reported) 517,566 29,785 1,058,748 Transfers within equity (18,129) 18,129 — As at 1 January 2021 (restated) 499,437 47,914 1,058,748 As at 31 December 2021 (originally reported) 619,679 21,721 3,647,586 Transfers within equity (18,628) 18,628 — As at 31 December 2021 (restated) 601,051 40,349 3,647,586 There was no impact on the company statement of profit or loss. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 295 Note 42.Net turnover In thousands of euros 2022 2021 Market Data revenues 188,899 163,709 Recharge of Market Data revenues (188,899) (163,709) Total — — Euronext N.V. receives market data revenues. The subsidiaries charge Euronext N.V. as market data providers. Euronext N.V. does not charge its subsidiaries a fee for its role of administering the sale of market data to third parties and as such does not recognise a margin on the sales. Note 43.Other operating expenses In thousands of euros 2022 2021 Systems and communications (57) (192) Professional services (3,962) (33,529) Other expenses (11,010) (6,739) Total (15,029) (40,460) In 2022, Professional services includes €1.2 million of acquisition costs (2021: €27.8 million). Other expenses includes €8.7 million of intercompany service recharges (2021: €4.6 million). Number of employees Euronext N.V. had no employees during 2022 and 2021. The remuneration of the Supervisory Board is included in other expenses. Note 44.Financial income and expenses In thousands of euros 2022 2021 Income from equity investments 9,306 17,330 Interest and similar income 18,592 20,661 Interest and similar expenses (36,505) (37,968) Exchange differences (11,357) 25,006 Total (19,964) 25,029 In 2022, income from equity investments contains the dividend received from Euroclear S.A./ N.V. In 2021, a double dividend was received from Euroclear S.A./ N.V. Interest and similar income includes €1.5 million (2021: €5.0 million) of income from interest rate swaps entered into by the Group and the interest income on related party loans for €16.6 million in 2021 (2021: €15.7 million). In 2022, interest and similar expenses included the full year impact of interest expenses on the Bonds that were issued in May 2021 for the purpose of repayment of the bridge loan facility, which was used to finance the acquisition of Borsa Italiana Group in 2021. The comparative period included €9.9 million of one-off fees related to the bridge loan facility. In 2022 and 2021, the exchange differences are mainly triggered by revaluations of the related party loans to Euronext Nordics Holding AS, Euronext UK Holdings Ltd., and Euronext US Inc. Note 45.Tax In thousands of euros 2022 2021 Result before tax (34,993) (15,431) Corporate income tax current financial year 6,073 132 Corporate income tax previous financial years (667) 497 Total 5,406 629 The effective tax rate mainly deviates from the applicable tax rate as a result of the non-deductible expenses. For the year 2022, the statutory corporate income tax rate was 25%. For the year 2023 and onwards, the Netherlands have increased the corporate income tax rate to 25.8%. Reference is made to Notes 15 and 19 of the Consolidated Financial Statements for more information on the tax rate changes. 2022 2021 Effective tax rate 15% 4% Applicable tax rate 25% 25% 8 Financial Statements 296 2022 UNIVERSAL REGISTRATION DOCUMENT Note 46.Investments in consolidated subsidiaries, associates, joint ventures and non- current related party loans In thousands of euros Investments in consolidated subsidiaries Investments in associates and joint ventures Related party loans Total Net book amount as at 31 December 2020 1,892,156 68,051 459,705 2,419,912 Investments / (disposals) 4,447,337 — (14,172) 4,433,165 Capital contributions / (settlements) — — — — Exchange differences 45,573 — 24,336 69,909 Share-based payments, subsidiaries 10,518 — — 10,518 Actuarial gains/ losses IAS 19 2,682 — — 2,682 Revaluation financial assets at FVOCI (4,711) — — (4,711) Share in result of participations 420,665 7,481 — 428,146 Dividend received (321,220) (6,652) — (327,872) Reclassification 404 (404) — — Other (73,466) — — (73,466) Total movements in book value 4,527,782 425 10,164 4,538,371 Net book amount as at 31 December 2021 6,419,938 68,476 469,869 6,958,283 Investments / (disposals) (3,282) — — (3,282) Capital contributions / (settlements) 21,557 — — 21,557 Exchange differences (26,173) — (10,461) (36,634) Share-based payments, subsidiaries 13,994 — — 13,994 Actuarial gains/ losses IAS 19 10,567 — — 10,567 Revaluation financial assets at FVOCI 20,352 — — 20,352 Share in result of participations 458,677 8,737 — 467,414 Dividend received (662,827) (6,651) — (669,478) Reclassification — — — — Other (14,870) — — (14,870) Total movements in book value (182,005) 2,086 (10,461) (190,380) Net book amount as at 31 December 2022 6,237,933 70,562 459,408 6,767,903 Investments in consolidated subsidiaries In 2022, Euronext N.V. made a capital contribution in Euronext Paris S.A. of €21.6 million. In 2021, Euronext N.V. acquired and/or increased the interest/investment in Borsa Italiana Group for a total of €4,447.3 million. The line 'Other' included the cost of employee shares vesting in the subsidiaries for a total of €15.8 million in 2022 (2021: €13.9 million). Furthermore, in 2021, the line 'Other' included the purchase of additional interests by exercise of call options for the remaining minority shares in iBabs B.V. and Commcise Software Ltd. by respectively Euronext Corporate Services B.V. and Euronext UK Holdings Ltd. for a total amount of €59.3 million. For additional information on these acquired and/or increased interests/investments please refer to Notes 4 and 5 of the Consolidated Financial Statements. Investments in associates and joint ventures In 2022, the investment in joint venture Liquidshare was impaired by €1.5 million, which negatively impacted 'share in result of participation' (see Note 7 of the Consolidated Financial Statements). In 2021, the investment in associate Tokeny Solutions was impaired by €4.3 million, which negatively impacted 'share in result of participation' (see Note 7 of the Consolidated Financial Statements). Amounts due from subsidiaries Euronext N.V. has a loan agreement of NOK 3,500 million entered into with Euronext Nordics Holding AS, with a maturity of ten years with a fixed interest rate of 3%. Furthermore, Euronext N.V. has a loan agreement of £16.3 million entered into with Euronext UK Holdings Ltd. to enable the acquisition of Commcise Software Ltd. in 2018. This loan has a maturity of ten years and bears an interest rate of SONIA plus 0.125%. The interest amount is received monthly and is included in Note 50. In addition, Euronext N.V. has granted three loan agreements to Euronext US Inc. for a total amount of $115.3 million, of which $110.0 million was granted in order to finance the acquisition of FastMatch Inc. in 2017. These loans have a maturity of ten years and bear a weighted average interest rate of 3.36%. The interest amounts of these loans are recognised monthly and are included in Note 50. As at 31 December 2022, the total outstanding amount of non-current related party loans are €459.4 million (2021: €469.9 million). Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 297 Note 47.Financial assets at fair value through Other Comprehensive Income The financial assets at fair value through Other Comprehensive Income of €166.3 million (2021: €140.2 million) represent the direct investment in Euroclear S.A./ N.V. For additional information on this investment, reference is made to Note 20 of the Consolidated Financial Statements. Note 48.Other non-current financial and other assets As per 31 December 2022 the €1.0 million (2021: €1.0 million) of Other non-current financial and other assets includes the issue costs linked to the revolving credit facility. Note 49.Trade and other receivables In thousands of euros As at 31 December 2022 As at 31 December 2021 Trade receivables 14,235 12,360 Contract receivables 11,290 10,402 Allowance for expected credit losses (17) (22) Trade and contract receivables net 25,508 22,740 Related party receivables 220,311 67,989 Tax receivables (excluding income tax) 1,954 1,827 Prepayments and accrued income 232 191 Other receivables 2,630 6,812 Total 250,635 99,559 Trade receivables are non-interest bearing and generally on terms of 30 to 90 days. Contract receivables represent amounts in respect of unbilled revenue, for which the Group has an unconditional right to the consideration (i.e. only the passage of time is required before payment of the consideration is due). As at 31 December 2022, the related party receivables contain a €178.0 million dividend receivable due from Euronext IP & IT Holding B.V. The fair value of the receivables approximates the book value, due to their short-term character. Set out below is the movement in the allowance for expected credit losses of trade and contract receivables: In thousands of euros 2022 2021 As at 1 January 22 19 Provision for expected credit losses (5) 3 Receivables written off during the year — — At 31 December 17 22 The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for its trade and contract receivables. Reference is made to Notes 3 and 37.4 of the Consolidated Financial Statements on the inputs used in establishing the provision matrix used to calculate the loss allowance provision. Set out below is the information on the credit risk exposure on the Company’s trade and contract receivables using a provision matrix: 31 December 2022: Trade receivables In thousands of euros Contract Receivables Current 30-60 days past due 61-90 days past due > 91 days past due Total Expected credit loss rate 0.02% 0.02% 0.08% 0.16% 0.38% Collectively assessed receivables 11,290 10,452 838 776 2,169 25,525 Expected credit loss collective basis 2 2 1 1 8 14 Expected credit loss rate 0.00% 0.00% 0.00% 0.00% 100.00% Individually assessed receivables — — — — 3 3 Expected credit loss individual basis — — — — 3 3 Total expected credit loss 2 2 1 1 11 17 8 Financial Statements 298 2022 UNIVERSAL REGISTRATION DOCUMENT 31 December 2021: Trade receivables In thousands of euros Contract Receivables Current 30-60 days past due 61-90 days past due > 91 days past due Total Expected credit loss rate 0.03% 0.03% 0.13% 0.30% 0.64% Collectively assessed receivables 10,402 9,088 1,057 656 1,559 22,762 Expected credit loss collective basis 3 3 1 2 10 19 Expected credit loss rate 0.00% 0.00% 0.00% 0.00% 100.00% Individually assessed receivables — — — — 3 3 Expected credit loss individual basis — — — — 3 3 Total expected credit loss 3 3 1 2 13 22 Note 50.Current related party loans In thousands of euros As at 1 January 2022 Loans advanced / (settled) Interest accrued / (paid) As at 31 December 2022 Current Euronext Corporate Services B.V. 134,486 — — 134,486 Finance Web Working SAS 228 (228) — — Interest receivable on non current intercompany loans 26,551 — (5,950) 20,601 Interest receivable on current intercompany loans 62 — 605 667 Total 161,327 (228) (5,345) 155,754 In thousands of euros As at 1 January 2021 Loans advanced / (settled) Interest accrued / (paid) As at 31 December 2021 Current Euronext Corporate Services B.V. 78,859 55,628 — 134,487 Finance Web Working SAS 228 — — 228 Interest receivable on non current intercompany loans 21,478 — 5,073 26,551 Interest receivable on current intercompany loans 56 — 5 61 Total 100,621 55,628 5,078 161,327 The fair value of the related party loans receivable approximate their carrying values. The €134.5 million loan receivable from Euronext Corporate Services B.V. has no maturity and is repayable at lender’s or borrower’s request upon 48 hours’ notice. The interest amounts are paid annually and based on €STER or EURIBOR 3 months reference rates plus 0.125%. Note 51.Securities and cash and cash equivalents The movements in derivative financial instruments are disclosed in Note 23 of the Consolidated Financial Statement. The other current financial assets of €10.0 million consist of deposits with a maturity of more than three months on inception date. Cash and cash equivalents included €119.3 million of deposits with a maturity less than three months on inception date.(2021: nil). Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 299 Note 52.Shareholders’ equity The movements in shareholder’s equity were as follows: Legal reserves and other In thousands of euros Issued capital Share premium Reserve for own shares Retained earnings (a) Profit for the year Non- distributable retained earnings and other reserves regarding subsidiaries (a) Revaluation reserve Reserve for translation differences Total As at 1 January 2021 (restated (a)) 112,000 107,562 (19,867) 499,437 315,484 47,914 52,295 (56,077) 1,058,748 Share based payments — — — 10,492 — — — — 10,492 Appropriation of the result of preceding year — — — 158,319 (315,484) — — — (157,165) Net result for the period — — — — 413,344 — — — 413,344 Issuance of common stock 59,370 2,315,866 — — — — — — 2,375,236 Transfers within equity — — — 8,157 — (7,565) (592) — — Exchange rate differences — — — — — — — 43,861 43,861 Revaluation subsidiaries — — — (2,029) — — — — (2,029) Other revaluations — — — — — — 1,335 — 1,335 Acquisition of NCI subsidiaries — — — (59,291) — — — — (59,291) Purchase of shares — — (31,844) — — — — — (31,844) Other movements — — 8,933 (14,034) — — — — (5,101) As at 31 December 2021 (restated (a)) 171,370 2,423,428 (42,778) 601,051 413,344 40,349 53,038 (12,216) 3,647,586 Share based payments — — — 13,976 — — — — 13,976 Appropriation of the result of preceding year — — — 207,359 (413,344) — — — (205,985) Net result for the period — — — — 437,827 — — — 437,827 Transfers within equity — — — (19,406) — 19,406 — — — Exchange rate differences — — — — — — — (26,169) (26,169) Revaluation subsidiaries — — — 30,919 — — — — 30,919 Other revaluations — — — — — — 19,412 — 19,412 Purchase of shares — — (18) — — — — — (18) Other movements — — 9,960 (13,541) — — — — (3,581) As at 31 December 2022 171,370 2,423,428 (32,836) 820,358 437,827 59,755 72,450 (38,385) 3,913,967 (a) See Note 41 for more details regarding the restatement as a result of an error. For further information to the shareholder’s equity, see Note 26 of the Consolidated Financial Statements. The movements in the shareholder’s equity are before the proposed profit appropriation (see Note 59). The proposed profit appropriation includes the following items: addition to legal reserves for €19.4 million, addition to retained 8 Financial Statements 300 2022 UNIVERSAL REGISTRATION DOCUMENT earnings for €181.8 million and proposed dividends of €236.6 million. Non-distributable retained earnings and other reserves regarding subsidiaries As at 31 December 2022, retained earnings and other reserves from subsidiaries are not freely available for distribution for an amount of €59.8 million relating to legal reserves (2021: €40.3 million). The amount includes a legal reserve for capitalised development costs in Dutch subsidiaries of €38.5 million (2021: €18.0 million). Revaluation reserve The revaluation reserve is maintained for the revaluation for the financial assets at FVOCI, net of tax. This reserve is a non-distributable legal reserve. Reserve for translation differences The reserve for translation differences concerns all exchange rate differences arising from the translation of the net investment in foreign entities and the related goodwill. This reserve is a non-distributable legal reserve. Note 53.Borrowings For additional information on the borrowing positions, a reference is made to Note 29 of the Consolidated Financial Statements. Note 54.Related Party Borrowings In thousands of euros As at 1 January 2022 Loan settlements made Loans advanced Interest accrued/(paid) As at 31 December 2022 Current Euronext Paris S.A. 67,000 — — — 67,000 Euronext IP & IT Holding B.V. 84,686 — — — 84,686 Euronext Amsterdam N.V. 25,000 — — — 25,000 Euronext Brussels S.A./N.V. 60,000 — — — 60,000 Euronext Corporate Services B.V. 3,500 — — — 3,500 Euronext Lisbon S.A. 30,000 (30,000) — — — The Irish Stock Exchange Plc. 30,000 (30,000) — — — Interest payable on intercompany loan 89 — — 732 821 Total 300,275 (60,000) — 732 241,007 In thousands of euros As at 1 January 2021 Loan settlements made Loans advanced Interest accrued/(paid) As at 31 December 2021 Current Euronext Paris S.A. 204,711 (137,711) — — 67,000 Euronext IP & IT Holding B.V. 84,686 — — — 84,686 Euronext Amsterdam N.V. 25,000 — — — 25,000 Euronext Brussels S.A./N.V. 60,000 — — — 60,000 Euronext Corporate Services B.V. 3,500 — — — 3,500 Euronext Lisbon S.A. — — 30,000 — 30,000 The Irish Stock Exchange Plc. — — 30,000 — 30,000 Interest payable on intercompany loan 122 — — (33) 89 Total 378,019 (137,711) 60,000 (33) 300,275 The fair value of the related party loans payable approximate their carrying values. The €67.0 million loan payable to Euronext Paris S.A. has no maturity and is repayable at lender’s or borrower’s request upon 48 hours’ notice. The applicable interest was EONIA OIS plus 0.125% until 31 December 2021 and €STER OIS plus 0.125% thereafter, payable annually. The sensitivity of the related party loan payables to changes in the interest rate is that a 0.5% increase/decrease of the interest rate Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 301 will result in an increase/decrease of the interest income by €0.3 million (2021: €0.3 million). The €84.7 million loan payable to Euronext IP & IT Holding B.V. has no maturity and is repayable at lender’s or borrower’s request upon 48 hours’ notice. The interest is Euribor 3 months plus 0.125% payable annually on two loans. The sensitivity of the related party loan payables to changes in the Euribor interest rate is that a 0.5% increase/ decrease of the interest rate will result in an increase/ decrease of the interest income by €0.4 million (2021: €0.4 million). The €25.0 million loan payable to Euronext Amsterdam N.V. has no maturity and is repayable at lender’s or borrower’s request upon 48 hours’ notice. The interest was EONIA plus 0.125% until 31 December 2021 and €STER OIS plus 0.125% thereafter, payable annually on one loan. The sensitivity of the related party loan payables to changes in the interest rate is that a 0.5% increase/decrease of the interest rate will result in an increase/decrease of the interest income by €0.1 million (2021: €0.1 million). The €60.0 million loan payable to Euronext Brussels S.A./ N.V. has no maturity and is repayable at lender’s or borrower’s request upon 48 hours’ notice. The interest is Euribor 3 months plus 0.125% payable annually on one loan. The sensitivity of the related party loan payables to changes in the interest rate is that a 0.5% increase/ decrease of the interest rate will result in an increase/ decrease of the interest income by €0.3 million (2021: €0.3 million). The €3.5 million loan payable to Euronext Corporate Services B.V. has no maturity and is repayable at lender’s or borrower’s request upon 48 hours’ notice. The interest was EONIA plus 0.125% until 31 December 2021 and €STER OIS plus 0.125% thereafter, payable annually on one loan. The €30.0 million loan payable to Euronext Lisbon S.A. and the €30.0 million loan payable to The Irish Stock Exchange Plc. were repaid in January and May 2022, respectively. Note 55.Trade and other payables In thousands of euros As at 31 December 2022 As at 31 December 2021 Trade payables 59 127 Amounts due to subsidiaries 420,773 430,702 Other 2,970 3,112 Total 423,802 433,941 As at 31 December 2022, the amounts due to subsidiaries contains a €408.4 million cash pool position with the subsidiaries (2021: €419.3 million). The carrying values of current trade and other payables are reasonable approximations of their fair values. These balances do not bear interest. Note 56.Managing Board and Supervisory Board remuneration 56.1Managing Board remuneration 2022 In thousands of euros Fixed Benefits Variable Benefits Share-based payment costs Post- employment benefits Termination payments Total Benefits Stéphane Boujnah 880 1,237 1,844 — — 3,961 Chris Topple 431 414 500 30 — 1,375 Daryl Byrne 295 220 300 32 — 847 Delphine d’Amarzit 348 270 144 — — 762 Georges Lauchard (a) 246 — — — — 246 Isabel Ucha 248 160 189 34 — 631 Simone Huis in 't Veld 323 220 264 26 — 833 Fabrizio Testa (b) 255 378 165 8 — 806 Øivind Amundsen 293 227 167 12 — 699 Vincent van Dessel 402 100 237 38 — 777 Total 3,721 3,226 3,810 180 — 10,937 8 Financial Statements 302 2022 UNIVERSAL REGISTRATION DOCUMENT 2021 In thousands of euros Fixed Benefits Variable Benefits Share-based payment costs Post- employment benefits Termination payments Total Benefits Stéphane Boujnah 879 1,238 1,628 — — 3,745 Anthony Attia (c) 152 133 380 — — 665 Chris Topple 427 377 760 30 — 1,594 Daryl Byrne 309 216 238 32 — 795 Delphine d’Amarzit (d) 188 240 53 — — 481 Georges Lauchard 415 360 203 — — 978 Isabel Ucha 249 150 187 35 — 621 Simone Huis in 't Veld 298 216 134 24 — 672 Øivind Amundsen 289 201 95 11 — 596 Vincent van Dessel 372 131 218 37 — 758 Total 3,578 3,262 3,896 169 — 10,905 (a)Georges Lauchard decided to resign from his position as Chief Operating Officer and Member of the Managing Board of Euronext N.V. as per 10 June 2022. (b)At the Annual General Meeting held on 18 May 2022, Fabrizio Testa was appointed as a member of the Managing Board of Euronext N.V. (c)On 18 January 2021, the Group announced that Anthony Attia would be handing over his position as CEO of Euronext Paris and member of the Managing Board of Euronext N.V.. (d)At the Annual General Meeting held on 11 May 2021, Delphine d’Amarzit was appointed as a member of the Managing Board. Regulatory approval was obtained on 27 May 2021. The Company has not granted any loans, advanced payments and guarantees to the members of the Managing Board and Supervisory Board. The fixed compensation components consist of base salary and other benefits in kind like company car and health care insurance, if applicable. These components are linked to the overall job responsibilities of the individual Managing Board member and reflect internal consistency. The variable salary consists of an annual performance compensation component as a percentage of base salary. The percentages are target percentages of the annual base salary, which are only payable if all objectives are met. Performance criteria are set and reviewed on an annual basis by the Remuneration Committee and the Supervisory Board. For 2022, most of the bonus targets have been met by the Managing Board. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 303 56.2Euronext Share plans 2022: in number of RSU Plan Year of Granting Outstanding as at 1 January 2022 Granted Adjusted shares due to capital increase Performance Adjustment Forfeited Vested Outstanding as at 31 December 2022 Stéphane Boujnah LTI 2019 12,461 — — 12,461 — (24,922) — LTI 2020 15,397 — — — — — 15,397 LTI 2021 19,275 — — — — — 19,275 LTI 2022 — 15,684 — — — — 15,684 Fabrizio Testa LTI 2021 (a) 2,926 — — — — — 2,926 LTI 2022 — 3,422 — — — — 3,422 Chris Topple LTI 2019 4,722 — — 4,722 — (9,444) — LTI 2020 3,768 — — — — — 3,768 LTI 2021 3,663 — — — — — 3,663 LTI 2022 — 4,034 — — — — 4,034 Daryl Byrne LTI 2019 3,479 — — 3,479 — (6,958) — LTI 2020 2,520 — — — — — 2,520 LTI 2021 2,365 — — — — — 2,365 LTI 2022 — 2,566 — — — — 2,566 Delphine d'Amarzit LTI 2021 2,628 — — — — — 2,628 LTI 2022 — 2,851 — — — — 2,851 Georges Lauchard LTI 2020 3,360 — — — (3,360) — — LTI 2021 3,154 — — — (3,154) — — Isabel Ucha LTI 2019 1,976 — — 1,976 — (3,952) — LTI 2020 1,431 — — — — — 1,431 LTI 2021 1,343 — — — — — 1,343 LTI 2022 — 1,457 — — — — 1,457 Øivind Amundsen LTI 2020 1,531 — — — — — 1,531 LTI 2021 1,576 — — — — — 1,576 LTI 2022 — 1,667 — — — — 1,667 Simone Huis in 't Veld LTI 2020 2,520 — — — — — 2,520 LTI 2021 2,365 — — — — — 2,365 LTI 2022 — 2,566 — — — — 2,566 Vincent van Dessel LTI 2019 2,419 — — 2,419 — (4,838) — LTI 2020 1,785 — — — — — 1,785 LTI 2021 1,692 — — — — — 1,692 LTI 2022 — 1,909 — — — — 1,909 (a) Shares not granted in capacity as member of the Managing Board. 8 Financial Statements 304 2022 UNIVERSAL REGISTRATION DOCUMENT 2021: in number of RSU Plan Year of Granting Outstanding as at 1 January 2021 Granted Adjusted shares due to capital increase Performance Adjustment Forfeited Vested Outstanding as at 31 December 2021 Stéphane Boujnah LTI 2018 14,798 — 1,404 16,202 — (32,404) — LTI 2019 11,381 — 1,080 — — — 12,461 LTI 2020 14,063 — 1,334 — — — 15,397 LTI 2021 — 19,275 — — — — 19,275 Anthony Attia LTI 2018 4,035 — 383 4,418 — (8,836) — LTI 2019 3,532 — 335 — — — 3,867 LTI 2020 3,069 — 291 — — — 3,360 LTI 2021 — 3,154 — — — — 3,154 Chris Topple LTI 2018 13,760 — 1,306 15,066 — (30,132) — LTI 2019 4,313 — 409 — — — 4,722 LTI 2020 3,442 — 326 — — — 3,768 LTI 2021 — 3,663 — — — — 3,663 Daryl Byrne LTI 2018 (a) 717 — 68 — — (785) — LTI 2019 3,178 — 301 — — — 3,479 LTI 2020 2,302 — 218 — — — 2,520 LTI 2021 — 2,365 — — — — 2,365 Delphine d'Amarzit LTI 2021 — 2,628 — — — — 2,628 Georges Lauchard LTI 2020 3,069 — 291 — — — 3,360 LTI 2021 — 3,154 — — — — 3,154 Isabel Ucha LTI 2018 (a) 717 — 68 785 — (1,570) — LTI 2019 1,805 — 171 — — — 1,976 LTI 2020 1,307 — 124 — — — 1,431 LTI 2021 — 1,343 — — — — 1,343 Øivind Amundsen LTI 2020 1,399 — 132 — — — 1,531 LTI 2021 — 1,576 — — — — 1,576 Simone Huis in 't Veld LTI 2020 2,302 — 218 — — — 2,520 LTI 2021 — 2,365 — — — — 2,365 Vincent van Dessel LTI 2018 2,472 — 234 2,706 — (5,412) — LTI 2019 2,210 — 209 — — — 2,419 LTI 2020 1,631 — 154 — — — 1,785 LTI 2021 — 1,692 — — — — 1,692 (a) Shares not granted in capacity as member of the Managing Board. For additional information on the value of awards granted to the Managing Board reference is made to Note 28 of the Consolidated Financial Statements. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 305 56.3Supervisory Board Remuneration In thousands of euros 2022 2021 Piero Novelli (Chairman) 253 117 Dick Sluimers (Vice-Chairman) 177 212 Diana Chan 116 64 Rika Coppens 113 53 Alessandra Ferone 90 53 Manuel Ferreira da Silva 98 82 Padraic O’Connor 98 82 Nathalie Rachou 109 91 Olivier Sichel 75 41 Morten Thorsrud 116 94 Jim Gollan — 38 Luc Keuleneer — 38 Franck Silvent — 27 Lieve Mostrey — — Total 1,245 992 During 2022, no changes occurred to the composition of the Supervisory Board. At the Annual General Meeting held on 11 May 2021, Piero Novelli, Diana Chan, Rika Coppens, Alessandra Ferone and Olivier Sichel were appointed as members of the Supervisory Board, subject to regulator approval. After the same meeting, Jim Gollan, Luc Keuleneer, Lieve Mostrey and Franck Silvent retired from the Supervisory Board. Regulatory approval for the appointment of Piero Novelli had been obtained on 10 May 2021. His appointment became effective immediately. He became chairman on 1 September 2021, succeeding Dick Sluimers who became vice- chairman. The appointments of Diana Chan, Rika Coppens, Alessandra Ferone and Oliver Sichel became effective on 9 September 2021. Note 57.Audit fees EY Accountants EY Accountants In thousands of euros 2022 2021 Audit services - group and statutory 2,911 2,721 Other assurance services 119 454 Tax services — — Other non-audit services — — Total 3,030 3,175 The audit services relate to the financial year to which the financial statements relate, regardless of whether the activities were performed by the external auditor and the audit firm during the financial year. In addition to the performance of the statutory audit of the Group financial statements and other (statutory) financial statements of Euronext N.V. and its subsidiaries, EY provides a number of other assurance services. These other assurance services consist of the review of the half year interim financial statements and work related to the registration document. The comparative figures have been adjusted accordingly, in line with the relevant EU regulation. The total fees of EY Netherlands, charged to Euronext N.V. and its consolidated group entities amounted to €1.7 million in 2022 (2021: €1.5 million). 8 Financial Statements 306 2022 UNIVERSAL REGISTRATION DOCUMENT Note 58.Commitments and contingencies not included in the balance sheet Tax group The Company is the head of a fiscal unity with Euronext Amsterdam N.V., Euronext IP & IT B.V. and Euronext Corporate Services B.V.. Under the standard conditions, the members of the tax group are jointly and severally liable for any taxes payable by the fiscal unity. Each company within the fiscal unity recognises its own tax position on its company balance sheet. The financial statements of Euronext N.V., Euronext Amsterdam N.V., Euronext IP & IT B.V. and Euronext Corporate Services B.V. recognise a tax liability based on their taxable profit. Guarantees The Company participates in a number of guarantees. Within the Group, the Company act in the guarantor for certain liabilities of its subsidiary up to an amount of €7.6 million (2021: €7.7 million). In addition, the Company has provided a 403 statement for the benefit of Euronext Amsterdam N.V. It should be noted that the Group consistently waives guarantee fees for intergroup guarantees, meaning these transactions are not at arm’s length. Note 59.Appropriation of profit Proposed profit appropriation The managing board proposes to appropriate the profit of €437.8 million as follows: In thousands of euros 2022 2021 Addition/(deduction) to/(from) legal reserves 19,406 (7,565) Addition to retained earnings 181,861 214,237 At the disposal of the Annual General Meeting of Shareholders (Dividend) 236,560 206,672 Total 437,827 413,344 In respect of the year ended 31 December 2022, a dividend representing a 50% pay out ration on net profit, (adjusted for the net loss realized on the Euronext Clearing Investment portfolio amounting to €35.3 million) amounting to a total of €236.6 million is to be proposed to the annual general meeting on 16 May 2023. This represents a dividend of €2.22 per share based on the number of shares outstanding at 31 December 2022. In respect of the year ended 31 December 2021, a dividend representing a 50% pay-out ratio of net profit and amounting to a total of €206.7 million is to be proposed at the annual general meeting on 18 May 2022. This represents a dividend of €1.93 per share based on the number of outstanding shares as per 31 December 2021. The dividend per share will change if capital increases or other corporate actions would occur before the record date of the dividend payment. In 2022, a total amount of €19.4 million was added to the legal reserves, which related to capitalised development costs in Dutch subsidiaries. In 2021, a total amount of €7.6 million was deducted from the legal reserves, mainly as a result of adjustment in distribution restrictions applied in Euronext Dublin. Note 60.Events after the reporting period The events occurred between 31 December 2022 and the date of this report that could have a material impact on the economic decisions made based on these financial statements, are described in Note 40 of the Consolidated Financial Statements. Financial Statements 2022 UNIVERSAL REGISTRATION DOCUMENT 307 Authorisation of Company Financial Statements Amsterdam, 30 March 2023 Supervisory Board Managing Board Piero Novelli (Chairman) Stéphane Boujnah (CEO and Chairman) Dick Sluimers Chris Topple Diana Chan Daryl Byrne Rika Coppens Delphine d’Amarzit Alessandra Ferone Fabrizio Testa Manuel Ferreira da Silva Isabel Ucha Padraic O’Connor Øivind Amundsen Nathalie Rachou Simone Huis in ‘t Veld Olivier Sichel Vincent van Dessel Morten Thorsrud 8 Financial Statements 308 2022 UNIVERSAL REGISTRATION DOCUMENT 9OTHER INFORMATION 9.1Profit Appropriation Section Provisions in the Articles of Association relating to profit appropriation Article 28.2 of the Articles of Association states that from the profits, as they appear from the adopted annual accounts, first, in the event that the priority share has been issued and is held by a party other than the Company, a dividend of ten per cent (10%) of the par value of the priority share will be paid to the holder of the priority share. The profits which remain after application of the first sentence of this Article 28.2 shall be at the free disposal of the General Meeting, provided that there shall be no further distribution on the priority share, and provided that the General Meeting may only resolve on any reservation or distribution of profits pursuant to and in accordance with a proposal thereto of the Supervisory Board or a proposal of the Managing Board, which proposal has been approved by the Supervisory Board. 9.2 Independent Auditor’s Report To: the shareholders and Supervisory Board of Euronext N.V. Report on the audit of the financial statements 2022 included in the universal registration document Our opinion We have audited the financial statements 2022 of Euronext N.V. (hereinafter: ‘Euronext’ or ‘the company’), based in Amsterdam. The financial statements comprise the consolidated financial statements and the company financial statements. In our opinion: ■the accompanying consolidated financial statements give a true and fair view of the financial position of Euronext as at 31 December 2022 and of its result and its cash flows for 2022 in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code ■the accompanying company financial statements give a true and fair view of the financial position of Euronext as at 31 December 2022 and of its result for 2022 in accordance with Part 9 of Book 2 of the Dutch Civil Code. The consolidated financial statements comprise: ■the consolidated balance sheet as at 31 December 2022 ■the following statements for 2022: the consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows ■the notes comprising a summary of the significant accounting policies and other explanatory information. The company financial statements comprise: ■the company balance sheet as at 31 December 2022 ■the company income statement for 2022 ■the notes comprising a summary of the accounting policies and other explanatory information. Basis for our opinion We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the Our responsibilities for the audit of the financial statements section of our report. We are independent of Euronext in accordance with the EU Regulation on specific requirements regarding statutory audit of public-interest entities, the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics). We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Information in support of our opinion We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The following information in support of our opinion and any findings were addressed in this context, and we do not provide a separate opinion or conclusion on these matters. Our understanding of the business Euronext is a European market infrastructure group which businesses comprise listing, cash trading, derivatives trading, clearing, fixed income trading, spot FX trading, power trading, investor services, advanced data services, post-trade services as well as technology solutions. The main subsidiaries are located in the Netherlands, France, Italy, Belgium, Ireland, Norway, Portugal and Denmark. The FX trading is operated by a subsidiary in New York. Other Information 2022 UNIVERSAL REGISTRATION DOCUMENT 309 Materiality We determined materiality and identified and assessed the risks of material misstatement of the financial statements, whether due to fraud or error in order to design audit procedures responsive to those risks and to obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. Materiality € 30 million (2021: € 30 million) Benchmark applied 5% of profit before income tax (2021: 5% of profit before income tax) Explanation We consider profit before income tax as the most appropriate basis to determine materiality as it is one of the key performance measures for the users of the financial statements. We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons. We agreed with the supervisory board that misstatements in excess of € 1.5 million, which are identified during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds. Scope of the group audit Euronext is at the head of a group of entities (‘components’). The financial information of this group is included in the consolidated financial statements. Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the group audit. In this respect we have determined the nature and extent of the audit procedures to be carried out for the components. Decisive were the size and/or the risk profile of the group entities or operations. On this basis, we selected components for which an audit or review had to be carried out on the complete set of financial information or specific items. Our group audit mainly focused on significant components of Euronext in the Netherlands, France, Italy, Norway, Ireland, Portugal, Denmark and the United States. We have: ■Performed audit procedures ourselves at the components in the Netherlands and France; ■Used the work of other component auditors within our EY network when auditing the components in Italy, Norway, Ireland, Portugal and Denmark; ■Used the work of non-EY auditors for the audit of a component in the United States; We sent instructions to component auditors, covering the significant areas and the information required to be reported to us. Based on our risk assessment, we determined the level of involvement in component audits. We have visited the component teams in Italy and Norway. Our site visits encompassed some, or all, of the following activities: reviewing key local working papers and conclusions, meeting with local management teams and obtaining an understanding of key processes. We interacted regularly with the component teams during various stages of the audit, using videoconferencing facilities. We reviewed key working papers of component auditors using the EY electronic audit file platform, screen sharing or by the provision of copies of work papers submitted to the group audit team. In total, with these procedures we covered 95% of profit before income tax and 92% of the group’s total assets. By performing the procedures mentioned above at components, together with additional procedures at group level we have been able to obtain sufficient and appropriate audit evidence about the group’s financial information to provide an opinion about the consolidated financial statements. Teaming and use of specialists We ensured that the audit teams both at group level and at component level included the appropriate skills and competences which are needed for an audit of a listed client in the market infrastructure industry. We included team members with specialized knowledge in the areas of IT audit, forensics and sustainability and have made use of our own specialists in the areas of valuation of financial investments, employee benefits, income tax, legal, purchase price accounting and impairment analyses of goodwill and other intangibles. Our focus on climate risks and the energy transition Climate change and the energy transition are high on the public agenda and lead to significant change for many businesses and society. The managing board of Euronext has reported in chapter 3 ‘Empower sustainable finance’ of the universal registration document how the company is addressing climate-related and environmental risks. Euronext has identified 11 key issues that impact its sustainable development goals that it considers most relevant per impact area: our markets, our partners, our people our society and our environment. We refer to chapter 3.4 ‘Euronext five ESG impact areas and the sustainable development goals’ of the universal registration document where the managing board discloses its progress made against its key ESG issues, supporting Euronext’s five material impact areas. As part of our audit of the financial statements, we evaluated the extent to which climate-related risks and the effects of the energy transition and Euronext’s development goals are taken into account in estimates and significant assumptions as well as in the design of relevant internal control measures. Furthermore, we read the universal registration document and considered whether there is any material inconsistency between the non-financial information in chapter 3 'Empower sustainable finance" and the financial statements. Based on the audit procedures performed, we do not deem climate-related risks to have a material impact on the financial reporting judgements, estimates or significant assumptions as at 31 December 2022. Our focus on fraud and non-compliance with laws and regulations Our responsibility Although we are not responsible for preventing fraud or non-compliance and we cannot be expected to detect non- compliance with all laws and regulations, it is our responsibility to obtain reasonable assurance that the Other Information 310 2022 UNIVERSAL REGISTRATION DOCUMENT financial statements, taken as a whole, are free from material misstatement, whether caused by fraud or error. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Our audit response related to fraud risks We identified and assessed the risks of material misstatements of the financial statements due to fraud. During our audit we obtained an understanding of the company and its environment and the components of the system of internal control, including the risk assessment process and the managing board’s process for responding to the risks of fraud and monitoring the system of internal control and how the supervisory board exercises oversight, as well as the outcomes. We refer to chapter 2 'Risk management & control structure' as included in the universal registration document of Euronext for managing board’s risk assessment, including potential fraud risks. We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk assessment, as well as the code of business conduct and ethics, the Euronext anti-fraud and anti-bribery policies, whistleblower policy and incident registration. We evaluated the design and the implementation and, where considered appropriate, tested the operating effectiveness, of internal controls designed to mitigate fraud risks. As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud, misappropriation of assets and bribery and corruption in close co-operation with our forensic specialists. We evaluated whether these factors indicate that a risk of material misstatement due to fraud is present. We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit procedures and evaluated whether any findings were indicative of fraud or non-compliance. As in all of our audits, we addressed the risks related to management override of controls. For these risks we have performed procedures among others to evaluate key accounting estimates for management bias that may represent a risk of material misstatement due to fraud, in particular relating to important judgment areas and significant accounting estimates as disclosed in the “critical accounting estimates and judgements” section of the accounting policies in the notes to the financial statements. We have also used data analysis to identify and address high-risk journal entries and evaluated the business rationale (or the lack thereof) of significant extraordinary transactions, including those with related parties. When identifying and assessing fraud risks we presumed that there are risks of fraud in revenue recognition. We evaluated that revenues for the access to Euronext’s market data information services as part of the revenues from advanced data services in particular give rise to this fraud risk, given inherent limitations in Euronext’s revenue calculation system. We designed and performed our audit procedures relating to revenue recognition responsive to this presumed fraud risk and we sent out confirmations to customers and used data analysis procedures to recalculate the advanced data services revenue. We considered available information and made enquiries of the managing board, relevant executives, internal audit, legal, compliance, risk management and the supervisory board. The fraud risks we identified, enquiries and other available information did not lead to specific indications for fraud or suspected fraud potentially materially impacting the view of the financial statements. Our audit response related to risks of non-compliance with laws and regulations We performed appropriate audit procedures regarding compliance with the provisions of those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. Furthermore, we assessed factors related to the risks of non-compliance with laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general industry experience, through discussions with the managing board, relevant executives, internal audit, legal, compliance and risk management, and the supervisory board, reading minutes, inspection of internal audit and compliance reports, and performing substantive tests of details of classes of transactions, account balances or disclosures. We also inspected lawyers’ letters and correspondence with regulatory authorities and remained alert to any indication of (suspected) non-compliance throughout the audit.in particular relating to indications for non-compliance with the European Markets in Financial Instruments Directive (MIFID), the Central Securities Depositories Regulation (CSDR), Market Abuse Regulation (MAR) and the European Market Infrastructure Regulation (EMIR). Finally, we obtained written representations that all known instances of non-compliance with laws and regulations have been disclosed to us. Our audit response related to going concern As disclosed in section 3. A). ‘Basis of preparation’ of the notes to the consolidated financial statements, the financial statements have been prepared on a going concern basis. When preparing the financial statements, the managing board made a specific assessment of the company’s ability to continue as a going concern and to continue its operations for at least twelve months from the date of preparation of the financial statements and confirmed this in section 4.2 “In Control Statement” of the universal registration document. We discussed and evaluated the specific assessment with the managing board exercising professional judgment and maintaining professional skepticism. We considered whether the managing board’s going concern assessment, based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, contains all relevant events or conditions that may cast significant doubt on the company’s ability to continue as a going concern, with a focus on whether the company will continue to comply with regulatory liquidity and solvency requirements. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Other Information 2022 UNIVERSAL REGISTRATION DOCUMENT 311 Based on our procedures performed, we did not identify material uncertainties about going concern. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause a company to cease to continue as a going concern. Our key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements. We have communicated the key audit matters to the supervisory board. The key audit matters are not a comprehensive reflection of all matters discussed. The key audit matter ‘Accounting for acquired businesses and measurement of clearing assets, liabilities and revenues’ is not considered a key audit matter for this year as the acquisition of Borsa Italiana Group was completed in the previous year. Following the ongoing IT transformation at Euronext and the significant increase in capitalized internally developed software costs in 2022, we defined a new key audit matter. Impairment of goodwill and other purchased intangible assets Risk Euronext accounts for a significant amount of goodwill and customer relationships on its consolidated balance sheet. As described in note 18, goodwill amounts to € 4 billion as at 31 December 2022 while other intangible assets have a value of € 2.2 billion mostly consisting of acquired customer relationships which have a finite useful life. Management is required to perform annually an impairment test of goodwill. Where indicators of impairment of other intangible assets are identified, a detailed impairment test is performed. These impairment tests involve judgement in applying assumptions in the valuation models. Key judgements and estimates used in the valuation models include cash flow projections, revenue growth, discount rates, amortization periods for intangible assets and customer retention rates. The goodwill impairment test is disclosed in note 18 with reference to note 3 and did not result in recognition of an impairment. As disclosed in note 18, no indicators of impairment of other intangible assets with a finite useful life were identified. We have determined the impairment of goodwill and other purchased intangibles to be a key audit matter due to the size of the goodwill and intangible assets as at 31 December 2022 and the use of judgement by management in their impairment tests. Our audit approach Our audit procedures included, amongst others, evaluating the appropriateness of Euronext’s accounting policies related to the impairment testing in accordance with IAS 36 ‘Impairment of assets’. We obtained an understanding of the impairment process, evaluated the design of internal controls in respect of impairment testing and adopted a substantive audit approach. We performed substantive procedures, including the reconciliation of the data used in the impairment calculations and disclosures to source systems. With involvement of our own specialists we evaluated the model used by Euronext and tested key inputs such as the discount rates and growth rates assigned to each of the cash generating units and we evaluated these key inputs by comparing them to a range of economic and industry forecasts. We assessed the accuracy of forecasts included in the model by comparing the forecasts with the 2023 budget and 2024 business plan as approved by the managing and supervisory boards and evaluated the reasonableness of cash flow forecasts by analysing the revenue growth rates used. We performed sensitivity analysis on the key assumptions (including the model inputs, cash flow forecasts and customer retention rates) used in the model, to understand the impact that reasonably possible changes to these key inputs would have on the overall carrying amount of the goodwill and purchased intangible assets at the balance sheet date. Finally, we evaluated the adequacy of the relevant disclosures made in the financial statements. Key observations Based on our procedures performed we consider the valuation of the goodwill and other intangible assets to be reasonable and the related disclosures in accordance with EU-IFRS. Other Information 312 2022 UNIVERSAL REGISTRATION DOCUMENT Recognition of internally developed software Risk The capitalization of expenses for internally developed software involves judgement in assessing the capitalization against the recognition criteria set out in IAS 38 ‘Intangible assets’. Euronext’s accounting policy for capitalizing software development costs is disclosed in section 3, under H). (ii) ‘Internally generated intangible assets’. The risk exists that expenses related to internally developed software are capitalized inappropriately. We have determined the recognition of internally developed software as an intangible asset to be a key audit matter for this year following the increase in internally developed software investments related to among others the ongoing implementation of trading platform Optiq at Borsa Italiana and the expansion of the clearing activities to all Euronext markets, the use of judgement by management in determining whether the recognition criteria were met and the audit effort required to address the matter. The internally developed software recognised is disclosed in note 18 ‘Goodwill and other intangible assets’ to the financial statements. Our audit approach We evaluated Euronext’s accounting polices related to the recognition of internally developed software in accordance with IAS 38, and whether assumptions and the criteria applied for capitalization are appropriate and have been applied consistently. We also obtained an understanding of the recognition process, evaluated the design and implementation of internal controls. We adopted a substantive audit approach and performed procedures in respect of the capitalized software development costs, including the reconciliation of the data used in the calculations and disclosures to source systems. For a sample of additions, we have agreed amounts recognized to supporting documentation to confirm that the costs were incurred and the internally developed software meets the definition of an intangible asset and the recognition criteria of IAS 38. For all intangible assets we have tested the appropriateness of the amortization period based on historic trends of economic lives and management’s best estimate of future performance. Finally, we evaluated the adequacy of the relevant disclosures made in the financial statements. Key observations Based on our procedures performed we consider the recognition of internally developed software to be reasonable and in accordance with EU-IFRS. Measurement of financial assets at fair value through other comprehensive income Risk Euronext holds a direct and an indirect minority interest in Euroclear S.A. As described in note 20 to the financial statements this investment is classified as a financial asset at fair value through other comprehensive income. As Euroclear is a non-listed company, Euronext developed an internal model to estimate the fair value, as disclosed in note 35 to the financial statements. A weighted approach is applied which is based on the return on equity, expected dividend growth rate (non-observable parameters) and cost of capital of comparable regulated entities and market observable transactions less a discount for illiquidity. In 2022, Euronext revalued its total interest by € 42 million, increasing the fair value to € 249 million. The determination of the fair value of the interest in Euroclear involves significant management judgment and assumptions as certain unobservable inputs are used. The use of different valuation techniques and assumptions can produce significantly different estimate of fair value. Given the inherent subjectivity we determined this a key matter for our audit. Other Information 2022 UNIVERSAL REGISTRATION DOCUMENT 313 Our audit approach Our audit procedures comprised, amongst others, evaluating the appropriateness of Euronext’s accounting policies related to the fair valuation of an interest in a non-listed company according to IFRS 9 ‘Financial Instruments’ and IFRS 13 ‘Fair value measurement’. The procedures performed included an evaluation of the methodology and the appropriateness of the valuation model for consistency and an assessment against generally accepted market practice and inputs used to value the investments. We also obtained an understanding of the valuation process, evaluated the design and implementation of internal controls and adopted a substantive audit approach. We used our valuation specialists to independently evaluate the valuation performed. As part of these audit procedures, we tested the reasonableness of key inputs used in the valuation such as the market observable transfers, and the non-observable parameters, the return on equity and expected dividend growth rates. Finally, we evaluated the adequacy of the disclosures related to financial assets at fair value through other comprehensive income. In particular we evaluated whether disclosures adequately convey the degree of estimation uncertainty and the range of possible outcomes. Key observations We consider the measurement of and disclosures on the financial assets at fair value through other comprehensive income to be reasonable and in accordance with EU-IFRS. Reliability and continuity of the IT environment Risk The activities and financial reporting of Euronext are highly dependent on the reliability and continuity of the IT environment. Effective general IT controls with respect to change management, logical access, infrastructure and operations, support the integrity and continuity of the electronic data processing as well as the operating effectiveness of the automated controls. As described in the risk management section 2 in the universal registration document, the IT environment and the IT organization of Euronext continue to be strengthened. There is a risk that the general IT control measures may not always operate as intended and, as a result, internal controls are ineffective. Therefore, we identified the reliability and continuity of the IT environment insofar in scope of our audit of the financial statements, to be a key audit matter. Our audit approach IT audit specialists are an integral part of the engagement team and assess the reliability and continuity of the IT environment to the extent necessary for the scope of our audit of the financial statements. In this context, we evaluated the design of the IT processes and tested the operating effectiveness of general IT controls, as well as application controls over data processing, data feeds and interfaces where relevant for the financial reporting. We performed additional procedures on access management, cyber security, security event monitoring and segregation of duties for the related systems. We also assessed the possible impact of changes in IT during the year resulting from the internal transformation activities and remedial measures on the operating effectiveness of general IT controls and the automated controls. Where applicable, we tested internal controls related to cloud computing and third-party service providers Key observations Our testing of the general IT controls and the substantive tests performed, provided sufficient evidence to enable us to rely on the adequate and continued IT environment relevant for our audit of the financial statements. Report on other information included in the universal registration document The universal registration document contains other information in addition to the financial statements and our auditor’s report thereon. Based on the following procedures performed, we conclude that the other information: ■is consistent with the financial statements and does not contain material misstatements ■contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the management report and the other information as required by Part 9 of Book 2 of the Dutch Civil Code and as required by Sections 2:135b and 2:145 sub-section 2 of the Dutch Civil Code for the remuneration report. We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements. By performing these procedures, we comply with the requirements of Part 9 of Book 2 and Section 2:135b sub-Section 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of those performed in our audit of the financial statements. The managing board is responsible for the preparation of the other information, including the management report in accordance with Part 9 of Book 2 of the Dutch Civil Code and Other Information 314 2022 UNIVERSAL REGISTRATION DOCUMENT other information required by Part 9 of Book 2 of the Dutch Civil Code. The managing board and the supervisory board are responsible for ensuring that the remuneration report is drawn up and published in accordance with Sections 2:135b and 2 145 sub-section 2 of the Dutch Civil Code. Report on other legal and regulatory requirements and ESEF Engagement We were engaged by the general meeting of shareholders as auditor of Euronext on 19 May 2017, as of the audit for the year 2017 and have operated as statutory auditor since that date. No prohibited non-audit services We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. European Single Electronic Reporting Format (ESEF) Euronext has prepared the universal registration document in ESEF. The requirements for this are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (hereinafter: the RTS on ESEF). In our opinion, the universal registration document, prepared in the XHTML format, including the partially marked-up consolidated financial statements, as included in the reporting package by Euronext, complies in all material respects with the RTS on ESEF. The managing board is responsible for preparing the universal registration document, including the financial statements, in accordance with the RTS on ESEF, whereby the managing board combines the various components into a single reporting package. Our responsibility is to obtain reasonable assurance for our opinion whether the universal registration document in this reporting package complies with the RTS on ESEF. We performed our examination in accordance with Dutch law, including Dutch Standard 3950N ’Assurance- opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’ (assurance engagements relating to compliance with criteria for digital reporting). Our examination included amongst others: ■obtaining an understanding of the company’s financial reporting process, including the preparation of the reporting package ■identifying and assessing the risks that the annual report does not comply in all material respects with the RTS on ESEF and designing and performing further assurance procedures responsive to those risks to provide a basis for our opinion, including: ■obtaining the reporting package and performing validations to determine whether the reporting package containing the Inline XBRL instance document and the XBRL extension taxonomy files, has been prepared in accordance with the technical specifications as included in the RTS on ESEF ■examining the information related to the consolidated financial statements in the reporting package to determine whether all required mark- ups have been applied and whether these are in accordance with the RTS on ESEF. Description of responsibilities regarding the financial statements Responsibilities of the managing board and the supervisory board for the financial statements The managing board is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the managing board is responsible for such internal control as the managing board determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. As part of the preparation of the financial statements, the managing board is responsible for assessing the company’s ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the managing board should prepare the financial statements using the going concern basis of accounting unless the managing board either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. The managing board should disclose events and circumstances that may cast significant doubt on the company’s ability to continue as a going concern in the financial statements. The supervisory board is responsible for overseeing the company’s financial reporting process. Our responsibilities for the audit of the financial statements Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion. Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during our audit. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion. We have exercised professional judgment and have maintained professional skepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. The ‘Information in support of our opinion’ section above includes an informative summary of our responsibilities and the work performed as the basis for our opinion. Our audit further included among others: ■Performing audit procedures responsive to the risks identified, and obtaining audit evidence that is Other Information 2022 UNIVERSAL REGISTRATION DOCUMENT 315 sufficient and appropriate to provide a basis for our opinion ■Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control ■Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the managing board ■Evaluating the overall presentation, structure and content of the financial statements, including the disclosures ■Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation Communication We communicate with the supervisory board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit. In this respect we also submit an additional report to the audit committee of the supervisory board in accordance with Article 11 of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. The information included in this additional report is consistent with our audit opinion in this auditor’s report. We provide the supervisory board with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the supervisory board, we determine the key audit matters: those matters that were of most significance in the audit of the financial statements. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter is in the public interest. Amsterdam, 30 March 2023 Ernst & Young Accountants LLP Signed by J.G. Kolsters 9.3Limited assurance report of the independent auditor on Euronext N.V.’s selected ESG Key Performance Indicators To: the shareholders and supervisory board of Euronext N.V. Our conclusion We have performed a limited assurance engagement on selected ESG Key Performance Indicators (hereinafter ESG KPIs) in the Universal Registration Document for the year 2022 of Euronext N.V. at Amsterdam. Based on our procedures performed and the evidence obtained, nothing has come to our attention that causes us to believe that the selected ESG KPIs are not prepared, in all material respects, in accordance with the reporting criteria as included in the ‘Reporting criteria’ section of our report. The selected ESG KPIs are included in chapter “3.5 Summary ESG KPI” and consist of: Impact areas KPIs Our markets 1. Number of serious incidents on the regulated markets reported to the College of Regulators 2. Number of operational alerts treated by EMS 3. Availability time of the system Optiq® 4. Proportion of revenues linked to ESG products and services in the global revenues of the group Our partners 5. Net Promoter Score 6. Percentage of suppliers signing the Code of conduct Our people 7. Percentage of women in the Senior Leadership Team Our society 8. Use of the Whistleblower mechanism 9. Data Protection training by new joiners to the company 10. Personal Data breaches Our environment 11. Carbon footprint (location based Basis for our conclusion We have performed our limited assurance engagement on the selected ESG KPIs in accordance with Dutch law, including Dutch Standard 3000A ’Assurance-opdrachten anders dan opdrachten tot controle of beoordeling van historische financiële informatie (attest- opdrachten)’ (Assurance engagements other than audits or Other Information 316 2022 UNIVERSAL REGISTRATION DOCUMENT reviews of historical financial information (attestation engagements)). Our responsibilities under this standard are further described in the ‘Our responsibilities for the assurance engagement on the selected ESG KPIs’ section of our report. We are independent of Euronext N.V. in accordance with the “Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten” (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence). This includes that we do not perform any activities that could result in a conflict of interest with our independent assurance engagement. Furthermore, we have complied with the “Verordening gedrags- en beroepsregels accountants” (VGBA, Dutch code of ethics). We believe that the assurance evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Reporting criteria The reporting criteria used for the preparation of the selected ESG KPIs are the reporting criteria developed by Euronext N.V. and are disclosed in chapter “3.5 Summary ESG KPI” of the Universal Registration Document. The absence of an established practice on which to draw, to evaluate and measure the selected ESG KPIs allows for different, but acceptable, measurement techniques and can affect comparability between entities and over time. Consequently, the selected ESG KPIs need to be read and understood together with the reporting criteria used. Limitations to the scope of our assurance engagement Our assurance engagement is restricted to the selected ESG KPIs. We have not performed assurance procedures on any other information as included in the Universal Registration Document in light of this engagement. Our conclusion is not modified in respect to this matter. Responsibilities of the managing board and the supervisory board for the selected ESG KPIs The managing board is responsible for the preparation of the selected ESG KPIs in accordance with the reporting criteria as included in the ‘Reporting criteria’ section of our report. The managing board is solely responsible for selecting and applying these reporting criteria, taking into account applicable law and regulations related to reporting. In this context, the managing board is responsible for the identification of the intended users and the criteria being applicable for their purposes. The choices made by the managing board regarding the scope of the selected ESG KPIs and the reporting policy are summarized in chapter “3.5 Summary ESG KPI” of the Universal Registration Document. Furthermore, the managing board is responsible for such internal control as it determines is necessary to enable the preparation of the selected ESG KPIs that are free from material misstatement, whether due to error or fraud. The supervisory board is responsible for overseeing the reporting process of the selected ESG KPIs of Euronext N.V. Our responsibilities for the assurance engagement on the selected ESG KPIs Our responsibility is to plan and perform our limited assurance engagement in a manner that allows us to obtain sufficient and appropriate assurance evidence for our conclusion. Procedures performed to obtain a limited level of assurance are aimed to determine the plausibility of information and vary in nature and timing from, and are less in extent, than for a reasonable assurance engagement. The level of assurance obtained in a limited assurance engagement is therefore substantially less than the assurance obtained in a reasonable assurance engagement. We apply the ’Nadere voorschriften kwaliteitssystemen’ (NVKS, Regulations for quality management systems) and accordingly maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and other relevant legal and regulatory requirements. The procedures of our limited assurance engagement included among others: ■Performing an analysis of the external environment and obtaining an understanding of the sector, insight into relevant sustainability themes and issues, relevant laws and regulations and the characteristics of the company as far as relevant to the selected ESG KPIs ■Evaluating the appropriateness of the reporting criteria used, their consistent application and related disclosures on the selected ESG KPIs. ■Obtaining through inquiries a general understanding of internal control, reporting processes and information systems relevant to the preparation of the selected ESG KPIs, without testing the operating effectiveness of controls ■Obtaining an understanding of the procedures performed by the internal audit department of Euronext N.V. ■Identifying areas of the selected ESG KPIs with a higher risk of misleading or unbalanced information or material misstatements, whether due to error or fraud. Designing and performing further assurance procedures aimed at determining the plausibility of the selected ESG KPIs responsive to this risk analysis. These further assurance procedures consisted amongst others of: –Interviewing management and relevant staff at corporate level responsible for the strategy, policy and results relating to the selected ESG KPIs –Interviewing relevant staff responsible for providing the information for, carrying out internal control procedures on, and consolidating the data in the selected ESG KPIs Other Information 2022 UNIVERSAL REGISTRATION DOCUMENT 317 –Obtaining assurance information that the selected ESG KPIs reconcile with underlying records of the company –Reviewing, on a limited test basis, relevant internal and external documentation –Performing an analytical review of the data and trends in the information submitted for consolidation at corporate level ■Reconciling the relevant financial information with the financial statements ■Evaluating the consistency of the selected ESG KPIs with the information in the Universal Registration Document which is not included in the scope of our assurance engagement The Hague, 30 March 2023 Ernst & Young Accountants LLP Signed by R.J. Bleijs Other Information 318 2022 UNIVERSAL REGISTRATION DOCUMENT GLOSSARY & CONCORDANCE TABLES & ANNEX ACPR The French Prudential Supervision and Resolution Authority (Autorité de Contrôle Prudentiel et de Résolution) AFM Stichting Autoriteit Financiële Markten, the Netherlands Authority for the Financial Markets Alternext Former name for Euronext's multilateral trading facilities (MTFs) in Paris, Brussels, Lisbon, Oslo and Milan, now called Euronext Growth AMF French Authority for the Financial Markets (Autorité des Marchés Financiers) Articles of Association The Articles of Association (statuten) of the Company Brexit British exit, referring to the UK’s decision in a referendum on 23 June 2016 to leave the European Union CAGR Compounded annual growth rate Cash Clearing Agreement The Cash Clearing Agreement entered into between Euronext and certain of its affiliates and LCH SA S.A. and LCH SA Group Limited on 22 January 2013 CC&G Multi-asset clearing house owned by Euronext since 29 April 2021 CCPs Central counterparties CDP Carbon Disclosure Project: CDP is a not-for-profit organisation that runs the global disclosure system for investors, companies, cities, states and regions to manage their environmental impacts. Central Order Book Providing access to the deepest liquidity pool in Europe connecting Euronext's regulated markets in Amsterdam, Brussels, Dublin, Lisbon, Oslo and Paris. CEO Chief Executive Officer CFO Chief Financial Officer Clearing Services Clearing Services is the procedure by which an organisation (CCP) acts as an intermediary and assumes the role of a buyer and seller in a transaction through the process of novation in order to reconcile orders between transacting parties. CMVM Comissão do Mercado de Valores Mobiliários, the Portuguese Securities Markets Commission Code of business conduct and ethics Code that reaffirms the Euronext N.V.’s commitment to high standards of ethical conduct and reinforces its business ethics, policies and procedures CONSOB Commissione Nazionale per le Società e la Borsa, the regulatory authority for the Italian securities market Company Euronext N.V. and its consolidated subsidiaries, unless otherwise indicated Compliance department The Compliance department of Euronext N.V. COO Chief Operating Officer Core Items The intellectual property in the UTP and other trading technology, including core software and technology CSD central securities depositories CSD Regulation EU Regulation on securities settlement and central securities depositories ( published on the Official Journal of the European Union on 23 July 2014) D2C Dealer-to-Client D2D Dealer-to-Dealer Derivatives Clearing Agreement The Derivatives Clearing Agreement entered into between Euronext and certain of its affiliates and LCH SA S.A. and LCH SA Group Limited on 14 October 2013. The revenue sharing agreement became effective as of 1 April 2014 Code The Dutch Corporate Governance Code Dutch Financial Supervision Act The Dutch Financial Supervision Act (Wet op het Financieel Toezicht) and the rules promulgated thereunder EBITDA Operating Profit Before Exceptional Items and Depreciation and Amortisation ECB European Central Bank EEA European Economic Area EGB European Government Bonds ELITE Business support and capital raising platform for ambitious and fast growing companies created by Borsa Italiana EMEA Europe, Middle East and Africa EMIR The EU Regulation on OTC derivative transactions, central counterparties and trade repositories (Regulation 648/2012) ESG Environmental, Social and Governance ESMA European Securities and Markets Authority ETF or ETFs Exchange traded funds ETPs Exchange traded products EU European Union EU Market Abuse Rules The EU Market Abuse Regulation 596/2014/EU, providing for specific rules that intend to prevent market abuse, such as the prohibitions on insider trading, divulging inside information and tipping, and market manipulation €, Euro The lawful currency of the Member states of the European Union that have adopted it Euroclear Euroclear Bank S.A./N.V. Euronext Euronext N.V. and its consolidated subsidiaries, unless otherwise indicated Euronext Amsterdam Euronext Amsterdam N.V. and/or the Regulated Market of the Company in Amsterdam Euronext Brussels Euronext Brussels S.A./N.V. and/or the Regulated Market of the Company in Brussels Euronext Clearing Euronext's multi-asset clearing house, formerly known as CC&G Other Information 2022 UNIVERSAL REGISTRATION DOCUMENT 319 Euronext College of Regulators The parties to a Memorandum of Understanding between the competent authorities regarding the co-ordinated regulation and supervision of Euronext being the AMF, the AFM, the CBI, the FSA, the FSMA, CMVM, and CONSOB Euronext Dublin Irish Stock Exchange Plc and/or the Regulated Market of the Company in Dublin Euronext Lisbon Euronext Lisba-Sociedade Gestora de Mercados Regulamentados and/or the Regulated Market of the Company in Lisbon market operator The operator of a regulated market Euronext Market Subsidiary or Subsidiaries (A) each and any of (1) Euronext Paris S.A., (2) Euronext Amsterdam N.V., (3) Euronext Brussels S.A./N.V., (4) Euronext Lisbon S.A., (5) Euronext London Ltd and (6) any other Subsidiary of the Company operating a Regulated Market, and (B) any other Subsidiary that is subject to regulatory supervision controlled, directly or indirectly, by any of the entities listed in sub-paragraph (A), including without limitation Interbolsa S.A. Euronext Paris Euronext Paris S.A. and/or the Regulated Market of the Company in Paris Euronext Rulebooks The Euronext Rulebook containing the rules applicable to the Euronext Market Operators (Rulebook I) and the various non‑harmonised Euronext Rulebooks containing local exchange-specific rules (Rulebook II) Euronext Securities The CSD network connecting European economies to global capital markets Exchange Licence (A) each declaration of no-objection or approval granted by or on behalf of the College of European Regulators to the Company in relation to the operation or holding of one or more Regulated Markets and/or the operation of one or more multilateral trading facilities by the Company or any of the Euronext Market Subsidiaries, (B) each licence granted by or on behalf of the Minister of Finance of the Netherlands to the Company in relation to the operation or holding of one or more Regulated Markets, as well as (C) each declaration of no-objection granted by or on behalf of the Minister of Finance of the Netherlands to any person holding a qualifying participation in the Company and/or any of its Euronext Market Subsidiaries in the Netherlands within the meaning of section 1 of the Act, in each case such licence, approval or declaration of no-objection (i) as granted pursuant to the Act or other applicable law implementing Directive 2004/39/EC or the relevant memorandum of understanding constituting the College of European Regulators and (ii) as in force and as amended at the relevant time Facilities Agreement The Facilities Agreement relates to a term loan facilities and a revolving loan facilities entered into between Euronext N.V. and Bank syndicates FCA The UK Financial Conduct Authority FCPE Fonds Commun de Placement d’Entreprise “Euronext group” FICC Fixed Income, Currencies and Commodities Finanstilsynet Financial Supervisory Authority of Norway FinTech or fintech Abbreviation for Financial Technology FRSA The Dutch Financial Reporting Supervision Act (Wet toezicht financiële verslaggeving) FSMA Belgian Authority for the Financial Markets (Financial Services and Markets Authority) FTEs Full-time employee equivalents General Meeting The general meeting of shareholders (algemene vergadering van aandeelhouders) of Euronext N.V. GHG Greenhouse gas GOA The further amended and restated governance and option agreement, to which ICE, the stichting and the Company are parties Group The Company and its consolidated subsidiaries ICE Intercontinental Exchange, Inc. (formerly named Intercontinental Exchange Group, Inc.), together with its consolidated subsidiaries IFRS International Financial Reporting Standards as adopted by the European Union IOI Indication of interest IPO Initial public offering IT Information technology Interbolsa The CSD in Portugal for the Portuguese market JV SPV Joint Venture Special Purpose Vehicle LCH SA Banque Centrale de Compensation, trading as LCH SA LCH SA Agreements The Cash Clearing Agreement and the Derivatives Clearing Agreement LIFFE LIFFE Administration and Management Lit trading venue Trading venue displaying bid and offer prices at any time LTI Long Term Incentive LSEG London Stock Exchange Group plc, MAD The EU Market Abuse Directive (2003/6/EC), now superseded by MAR Managing Board The Managing Board (bestuur) of Euronext N.V. MAR EU Regulation on insider dealing and market manipulation (published on the Official Journal of the European Union on 16 April 2014) which replaces MAD since its entry into force on 3 July 2016 MiFID I The EU Markets in Financial Instruments Directive (2004/39/EC) MiFID II The revised EU Directive on MiFID (published on the Officiel Journal of the European Union on 12 June 2014) MiFID II / MiFIR legislation MiFID II and MiFIR MiFIR EU Regulation on Markets in Financial Instruments (published on the Official Journal of the European Union on 12 June 2014) Monte Titoli Italian central securities depository owned by Euronext since 29 April 2021 MTFs Multilateral trading facilities designated under MiFID and MiFID II MTS Bondvision MTS BondVision is a regulated and secure multi-dealer-to-client trading platform for government bonds and credit MTS One of Europe’s leading electronic fixed income trading markets NGEU Next Generation EU, recovery plan for Europe: https://ec.europa.eu/info/strategy/recovery-plan-europe_en NOTC Norwegian OTC-list, a market place for unlisted shares NTI Net Treasury Income NYSE Euronext The Parent through 13 November 2013 Offering The offering of Ordinary Shares as that took place on 20 June 2014 Other Information 320 2022 UNIVERSAL REGISTRATION DOCUMENT Optiq® Euronext new enhanced multi-market proprietary trading platform Ordinary Shares Issued and outstanding ordinary shares in the share capital of the Company OTC Over-the-counter Parent NYSE Euronext, through 13 November 2013, and ICE, from 13 November 2013 until 20 June 2014 Priority Share Priority share in the share capital of the Company Prospectus Directive Directive 2003/71/EC of the European Union, and any amendments thereto, including Directive 2010/73/EU Qualifying Participation Direct or indirect interest of 10% or more of the share capital or voting rights Quantitative Easing Quantitative easing is a monetary policy in which a central bank purchases government securities or other securities from the market in order to lower interest rates and increase the money supply Reference Shareholders A group of institutional investors comprised ofNovo Banco., an affiliate of Banco Espírito Santo, S.A., BNP Paribas S.A., BNP Paribas Fortis S.A./N.V., ABN AMRO Bank N.V. through its subsidiary ABN AMRO Participaties Fund I B.V., ASR Levensverzekering N.V. (a company of the ASR Nederland group), Caisse des Dépôts et Consignations, Bpifrance Participations, Euroclear S.A./N.V., Société Fédérale de Participations et d’Investissement/Federale Participatie- en Investeringsmaatschappij, Société Générale and BancoBPI Pension Fund represented by BPI Vida e Pensões – Companhia de Seguros, S.A. Reference Shareholders Agreement The agreement entered into by the Reference Shareholders dated 3 June 2014 Regulated Market A multi-lateral system or trading venue designated to be a “regulated market” under MiFID and MiFID II RFQ Request for quotation RIE Recognised investment exchange ROCE Return on capital employed SaaS Software as a service Science-Based Targets The Science-Based Targets initiative : https://sciencebasedtargets.org/business-ambition-for-1-5c Selling Shareholder ICE Europe Parent Ltd Separation Establishment of Euronext as an independent, publicly traded company by means of an initial public offering SFTI® Secure Financial Transactions Infrastructure Shareholder Any shareholder of the Company at any time Share Purchase Agreement The sale and purchase agreement of Ordinary Shares in Euronext N.V. entered into between ICE, the Selling Shareholder and the Reference Shareholders dated 27 May 2014 Single Order Book Single Order Book for Euronext Paris, Euronext Amsterdam, and Euronext Brussels which unites trading, clearing and settlement across the exchanges in France, Belgium, and the Netherlands, which results in one single trading line for all listed securities, including those listed currently on more than one Euronext markets for which the Single Order Book executes trades on the designated market of reference. SLAs Transitional services agreements and related agreements SMEs Small and medium-sized enterprises SPAC Special purpose acquisition company SRI Socially Responsible Investing refers to investment strategies that seek to maximise financial return while maximising social good and minimising environmental footprint Subsidiary Has the meaning as referred to in section 2: 24a of the Dutch Civil Code Supervisory Board The Supervisory Board of Euronext N.V. Support Items Related support items to the Core Items Tech or tech abbreviation for technology TMT Technology, media and telecom Transparency Directive The EU Transparency Directive 2004/109/EC, as amended by Directive 2013/50/EU with respect to transparency and disclosure obligations T2S TARGET2-Securities, the European technical platform set up and operated by the Eurosystem that allow core, neutral and borderless settlement of securities transactions on a DvP (delivery-versus-payment) basis in Central Bank Money UN United Nations UTP or Euronext UTP Universal Trading Platform or Euronext Universal Trading Platform WACC Weighted average cost of capital Other Information 2022 UNIVERSAL REGISTRATION DOCUMENT 321 Reference table in accordance with Annex 1 Regulation (EU) 2017/1129 1 PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY 1, 124-125 2 STATUTORY AUDITORS 176 3 RISK FACTORS 57-66 4 INFORMATION ABOUT THE ISSUER 170 5 BUSINESS OVERVIEW 5.1 Principal activities 25-45, 184-188 5.2 Principal markets 194-205 5.3 The important events in the development of the issuer’s business. 16, 188-193 5.4 Strategy and objectives 17-18, 20-25 5.5 Patents or licences, industrial, commercial or financial contracts or new manufacturing processes n/a 5.6 Basis for statements on competitive position 19-20, 25-26 5.7 Investments 208-210 6 ORGANISATIONAL STRUCTURE 6.1 Organisational structure 16-19 6.2 Significant subsidiaries 248-249 7 OPERATING AND FINANCIAL REVIEW 7.1 Financial condition 7.1.1 Financial review and analysis 194-205 7.1.2 Future development and R&D 20-25 7.2 Operating results 188-193, 194-205 8 CAPITAL RESOURCES 8.1 Capital resources 206-210, 220-223 8.2 Cash flows 206-207 8.3 Borrowing requirements and funding structure 208-210 8.4 Restrictions on the use of capital resources 221-222 8.5 Anticipated sources of funds needed to fulfil commitments 208-210 9 REGULATORY ENVIRONMENT 45-52 10 TREND INFORMATION 10.1 Recent trends and significant change in the performance 193-194 10.2 Information trends or events that could have material impact 193-194 11 PROFIT FORECASTS OR ESTIMATES n/a 12 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT 124-137, 141-157, 172-175 13 REMUNERATION AND BENEFITS 152-157 14 BOARD PRACTICES 14.1 Board members current term of office 125-137 14.2 Management and supervisory bodies’ service contracts providing for benefits upon termination of employment 153 14.3 Audit committee and remuneration committee 125-130, 140 14.4 Compliance with the corporate governance regime applicable 123-124 14.5 Potential material impacts on the corporate governance, including future changes in the board and committee composition 125-137 15 EMPLOYEES 15.1 Number of employees and breakdown 94-105 15.2 Shareholdings and stock options 306-309 15.3 Arrangements involving the employees in the capital 96-98, 149-155 16 MAJOR SHAREHOLDERS 170-176 17 RELATED PARTY TRANSACTIONS 217-219 18 FINANCIAL INFORMATION CONCERNING ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES 18.1 Historical financial information 18.1.1 Audited historical financial information covering the latest three financial years 160-163, 313-320 18.1.2 Change of accounting reference date n/a 18.1.3 Accounting standards 215 18.1.4 Change of accounting framework n/a 18.1.5 National accounting standards n/a Other Information 322 2022 UNIVERSAL REGISTRATION DOCUMENT 18.1.6 Consolidated financial statements 226-312 18.1.7 Age of financial information 297 18.2 Interim and other financial information n/a 18.3 Auditing of historical annual financial information 313-322 18.4 Pro forma financial information n/a 18.5 Dividend policy 179-180 18.6 Legal and arbitration proceedings 220-221 18.7 Significant change in the issuer’s financial position 193-194, 293-294 19 ADDITIONAL INFORMATION 19.1 Share capital 170-178 19.2 Memorandum and Articles of Association 170-171, 176-177 20 MATERIAL CONTRACTS 217-219 21 DOCUMENTS AVAILABLE 124-125 Reference table in accordance with Annex 2 Regulation (EU) 2017/1129 1 Disclosure requirements for the registration document for equity securities laid down in Annex 1 326-327 1.2 Statement that the URD may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if completed by amendments, if applicable, and a securities note and summary approved in accordance with Regulation (EU) 2017/1129 1 Other Information 2022 UNIVERSAL REGISTRATION DOCUMENT 323