Continued progress on the Borsa Italiana Group integration and strategic projects delivered in 2023

The migration of Italian derivatives markets to Optiq in Q1 2024 and the expansion of Euronext Clearing to Euronext listed derivatives by Q3 2024 will significantly contribute to reaching the targeted €115 million run-rate annual EBITDA synergies by end of 2024.

A more diversified revenue base with non-volume related revenue accounting for 60% of total revenue and income of €1,475 m

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 2024 Annual General Meeting

Underlying revenue and income as well as Adjusted EBITDA are defined in section 5.2 - Other Financial Information

(a) Definitions in Section 5.2

(b) Subject to shareholders approval at the 2024 Annual General Meeting

(c) Non-volume related revenue include Advanced Data Services, Custody and Settlement, Technology Solutions, Listing exc. IPO fees, Investors Services, fixed fees arising from Clearing activities and NTI through CCP activities

EURONEXT FEDERAL MODEL

EURONEXT VALUE CHAIN

EURONEXT’S KEY STRATEGIC PRIORITIES

Key projects timeline

Cost guidance for 2024

2024 FINANCIAL TARGETS TO SUPPORT OUR AMBITION

Unchanged capital allocation policy

CONTINUE TO EXECUTE DISCIPLINED AND VALUE-ACCRETIVE M&A

Maintain current rigorous capital allocation policy

    Investment criteria: ROCE > WACC in years 3 to 5

    Acquisitions expected to contribute to higher organic revenue growth, provide scalability and/or improve exposure to non-volume related businesses

[1] Pro forma for the acquisition of the Borsa Italiana Group, excluding transitional revenue and cost.

|2] Subject to regulatory approvals. Upgraded synergies target from €100 million in February 2023.

[3] Upgraded implementation costs announced in May 2022 [-€10 million compared to implementation costs announced in November 2021].

The targets will be achieved without purchase of any offsetting credit

STAKEHOLDERS EXPECTATIONS AND MATERIALITY MATRIX

Euronext conducted a stakeholder consultation in 2018 and 2019 to identify its material ESG issues. Based on the results, eleven key issues were defined and grouped into five material impact areas, ranking them in terms of their importance to stakeholders and the ESG impact they could have. These are illustrated in the below materiality matrix.

Additionally, in 2023, Euronext launched a new stakeholder engagement initiative to conduct a double materiality assessment in accordance with the European Corporate Sustainability Reporting Directive (further information in section 3.1).

Euronext Supervisory Board at a glance

Euronext Supervisory Board and Committees

Euronext Managing Board

Permanent attendees to the Managing Board

The shareholding structure as of 31 December 2023 was as follows.

(a) Only includes the shares held within the Reference Shareholders Agreement

(b) Treasury shares include shares acquired as part of the share repurchase programme, carried between 31 July 2023 and 4 January 2024, which will be cancelled

Geographic breakdown of the shareholders as of 31 December 2023

Source: Euronext shareholders identification data

Euronext Reference Shareholders as of 31 December 2023

(a) Only includes the shares held within the Reference Shareholders Agreement.

On 8 March 2024, an announcement was published confirming that Société Fédérale de Participations et d’Investissement, Caisse des Dépôts et Consignations and CDP Equity agreed with Euroclear S.A./N.V. to acquire from Euroclear respectively 2,142,126, 535,531 and 535,531 shares in the share capital of Euronext N.V., representing respectively 2.0%, 0.5% and 0.5% of the share capital of the Company.

Euronext shares are listed on Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris since June 2014.

Euronext share price performance since IPO

Company Information

• Postal Address: Beursplein 5, NL-1012 JW Amsterdam, Netherlands
• Phone: +31 (0)20 72 14 400
• https://www.euronext.com

Investors Relations

• Website: https://www.euronext.com/en/investor-relations
• Email: ir@euronext.com
• Postal Address: 14 place des Reflets, 92054 Paris La Défense Cedex, France
• Phone: +33 (0)1 70 48 24 17

Indices

Euronext is part of more than 140 indices, including the CAC Next 20, SBF 120, MSCI Standard Series, Stoxx 600 Financial Services, Euronext Equileap Gender Equality France 40 and CAC SBT 1.5

2024 Financial Calendar

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, in Copenhagen, 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 2023. Percentages refer to both share of capital and voting rights.

*Sicovam owns a 15.89% stake in Euroclear and Irish Stock Exchange plc owns 0.19% in Euroclear

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 across Euronext markets and custody and settlement in Denmark, Italy, Norway and Portugal) as well as technology solutions. As of the end of December 2023, Euronext has close to 1,930 listed equity issuers totalling around €6.6 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 and ESG bond listing venue globally with over 55,000 bonds listed. Further, Euronext is the largest equity lit trading venue in Europe, processing over 25% of on-exchange lit trading flows in 2023. On the seven national markets it operates, the Group reported on average a 65.1% 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 in 2023 and its second phase planned for 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. 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 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.

In 2023, Euronext N.V. delivered on significant milestones of its “Growth for Impact 2024” strategic plan. Euronext successfully completed the migration of the cash markets of Borsa Italiana to Euronext’s state-of-the-art trading platform Optiq^®. This paved the way for the expansion of Euronext Clearing to Euronext Amsterdam, Brussels, Dublin, Paris, and Lisbon cash markets. These two major projects contributed to the €74 million synergies delivered as of end of 2023.

The Borsa Italiana Group integration programme is well advanced and has allowed Euronext to upgrade its 2024 cumulated run-rate annual EBITDA synergy target since the closing of the Borsa Italiana acquisition in April 2021 to €115 million, representing twice the amount announced in October 2020, when the acquisition was first announced (€60 million).

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 three-year strategic plan, “Growth for Impact 2024”. Under this plan, 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:

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 was, until 2021, the only market infrastructure that did 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 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. Therefore, it decided to expand Euronext Clearing clearing activities across Europe³.

Euronext is making Euronext Clearing Euronext’s central counterparty (CCP) of choice for its cash equity, listed derivatives and commodities markets in Europe. Euronext continues to offer an open access CCP model for cash equity clearing.

Euronext is positioning Euronext Clearing as a European clearing house. Euronext Clearing was enhanced with a new Value at Risk framework. 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 allows 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. In November 2023, Euronext Clearing was expanded as the CCP of choice for Euronext cash markets in Amsterdam, Brussels, Dublin, Lisbon and Paris.

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 in 2023 and 2024.

Migration of Borsa Italiana equity and derivatives markets to Optiq^®

Borsa Italiana joined 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 are benefiting 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 cash markets migrated to the Optiq^® trading platform in 2023, and the migration of derivatives is targeted for Q1 2024.

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.

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 European Union has recognised MTS EU as an interdealer platform for the implementation of electronic market making on European Union issued debt instruments. This new market was launched very successfully in November 2023.

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 €6.7 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 €6.6 trillion of aggregated market capitalisation⁶. Euronext is also the world’s leader in debt listing with more than 55,000 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 close to 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 700 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 IPOready, which now counts over 920 alumni and more than 80 partners. 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 has launched My ESG Profile, making individual data of issuers available on the Euronext website in a standardised form, using more than 60,000 ESG data points. Euronext has also 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 4,800 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 €10.1 billion of cash average daily volumes (ADV)⁸, 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 activities, aims to build the launchpad for an integrated European market.

Euronext aims to 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)⁹ 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:

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.

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 63 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 has extended 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 targets¹⁰

Euronext’s growth ambition is reflected in the 2024 financial targets and a rigorous capital allocation strategy.

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 2022

The description of principal activities of the Company for the financial year 2022, presented on pages 26 to 46 of the 2022 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/2023-08/EUR_2022_URD_MEL%20FINALE_AUG.pdf

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

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 64 new equity listings in 2023. Euronext markets provide the leading listing venues in continental Europe based on the number of companies listed as of 31 December 2023. Close to 1,930 issuers representing a combined market capitalisation of approximately €6.6 trillion were admitted to trading on Euronext’s markets as at 31 December 2023. As of 31 December 2023, 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 3,800 exchange traded products (ETPs)¹ and close to 2,500 funds listed on its markets as of 31 December 2023.

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 2023 among all trading venues in Europe.

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 2023. Average Daily Value on cash trading amounted to €10.1 billion in 2023, 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 65.1% over 2023. 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 9,700 new bond listings in 2023 and a total number of listed bonds exceeding 55,000 at the end of 2023, surpassing 2022’s total of more than 53,000 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, GEM) is a leading European platform for the electronic trading of fixed income securities in retail size / odd-lots. In 2023, average daily volume for retail fixed income trading on Euronext markets reached €1.3 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 2023. 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 1,250 benchmark indices, 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 2023 through the addition of the CAC SBT 1.5 index family. Euronext is one of the leading ESG index issuers in Europe, with more than 18 new ESG indices launched in 2023 and a strong pipeline.

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 derivativesl. On 29 April 2021, Euronext acquired the multi-asset clearing house CC&G, which it will grow into Euronext Clearing, making it by 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. 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 continues to offer an open access CCP model for cash equity clearing.

In addition, Euronext owns and operates Euronext Securities Porto, the Portuguese national Central Securities Depository (CSD); Euronext Securities Oslo, the Norwegian national CSD; Euronext Securities Copenhagen, the Danish national CSD; and 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.

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.

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, central banks and finance ministries as appropriate. As part of their regular supervision, NCAs 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.

Euronext analyses and monitors risks related to its activities with specific attention those whose occurrence could have a material impact on the Group’s business. The table of the Group’s principal risks categorises, 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.

Hierarchy of Risk Factors

Euronext recognises the importance of environmental, social and governance (“ESG”) related risks. Based on our 2023 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 of this document for more information) labelled under 5 impact areas have been identified according to these categories.

Strategic Risks

Strategic Transformation Risk

Regulatory Evolution and Enhanced Regulatory Scrutiny Risk

Global and Regional Economy Risk

Competition Risk

Operational Risks

Cyber Security Risk

Technology Risk

Third Party Risk

Financial Risks

Credit risk

Market Risk

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.

Strategic Risks

Strategic Transformation Risk

The Group closely monitors its transformation programs, which include formal frameworks that establish governance bodies to organise, and implement its strategic projects. 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 expanding its technology into the Group and delivering synergies. The Group has developed a strong project culture including management knowledge and oversight of projects, reinforcing the Group’s ability to complete projects within expected timelines.

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. Euronext is working to simplify and harmonise its regulatory process. 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), and is working to develop its non-volume related businesses to reduce the impacts of macroeconomic volatility.

Competition Risk

The Group challenges its peers on their markets, in particular 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.

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. In particular, Euronet is expanding its pan-European and US equity offering for 2024 Euronext will implement new functionalities for the trading execution of institutional flow.

The Group clearing house competes for cash equity clearing flows, to maintain attractivity the Group seeks to generate decreased costs for clearing members for the clearing and settlement of instruments.

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. 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.

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.

Following the change of default CCP for cash equity, Euronext Clearing, the Group’s CCP, has contractual relationships with the CSDs which provide settlement and custody services for Euronext Clearing, including the Group’s CSDs and Euroclear Bank. Such contracts include provisions to ensure the continuity of service. The Group interests are further protected at in Euroclear as the Group holds 3.5% stake of Euroclear S.A./N.V and is further represented on the Board of Directors.

Business Continuity Risk

The Group has process and controls in place to mitigate the impacts of unforeseen disruptions on its business activities. The Group has a strong group-wide Business Continuity Policy and programme, with mature governance instances in place. The Policy includes risk-based scenarios that support the assessment of the risk profile of the Group and its subsidiaries.

The Group maintains 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 along with financial sector peers seek to ensure the well-being of their employees and continuity of their operations and to this end work to strengthen relationships with authorities to maintain security and resilience.

Employee Risk

The federal model and geographic footprint enable Euronext to have a diversified 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 are deployed across locations together with a common framework on talent acquisition, talent development, succession plans, performance management, compensation and career mobility.

To mitigate risk, the Group has established common Talent Develop practices across all locations, 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. The Group has an “Early Career” programme to recruit and train students and recent graduates with the latest technologies and critical skills. In addition, for more senior roles, Euronext has developed short term and long term international mobility to support teams upskilling and the federal model. In 2023, the Group continued to reinforce its ESG commitment internally and externally with initiatives to support its corporate purpose “Shaping capital markets for future generations”, including Climate session, Society projects, a diversity network across all locations and the launch of a Women Network in 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.

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. Credit risk created by derivatives for hedging purposes 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:

Market Risk

Non-clearing

All outstanding bonds maturing between 2025-2041 totalling €3 050 million are fixed-rate bonds not hedged. The Group seeks to protect capital by making short term investments in high quality and low risk financial 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 implemented a 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 shortfalls including: minimum cash balances, access to contingent liquidity, and access to intraday central bank liquidity and secured and unsecured committed lines of credit. Investments over 2023 are, however, negligible almost all cash collateral is deposited at the Central Bank.

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.

A Unified Second Line of Defence

Euronext is dedicated to building the leading European market infrastructure and powering capital markets to finance the real economy, while delivering value to shareholders. To execute our ambitions Euronext is committed to preserving a balance between pursuing our strategic ambitions and ensuring operational excellence. To support our ambitions and preserve favourable conditions to fulfil its mandate Euronext has adopted Enterprise Risk Management (ERM) framework and Internal Control frameworks.

The Enterprise Risk Management framework is designed and operated to identify potential events that may affect the Company, with the objective of protecting the Company. The ERM approach provides a framework to identify, assess, measure and manage risk to be within the defined risk appetite, via mitigation measures and control mechanisms, and monitor and report risks to protect the Group.

The Internal Control framework is designed to complement the ERM Framework. It seeks to support the Group in ensuring controls are robust, i.e. appropriately designed and implemented and correctly executed to support risk mitigation.

Corporate Compliance provides guidance with dedicated policies and standards to all Group staff, to establish and safeguard required and expected conduct in accordance with all applicable regulations and Group expectations.

Business Continuity Management (BCM) underpins Group operational resilience as it seeks to anticipate, respond and mitigate the impacts of potential incidents and crises to ensure the recover of critical processes and operational as quickly as possible in the event of a significant disruption.

Euronext embeds the risk and control awareness in the Company culture, to make risk and opportunity management a regular and everyday process for employees. The Supervisory and Managing Boards regard risk management and internal control as key management processes to steer Euronext, and enable management to effectively manage risks and opportunities.

Risk Management, Internal Control, Compliance and Business Continuity Management teams work closely to support and protect Group value, assets, and reputation.

Enterprise Risk Management Framework

The objectives and principles for the ERM process are set forth in the Group’s ERM Policy. The ERM process is based on industry best practice of both 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 controls 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.

Enterprise Risk Management 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 - Business Overview of this Document for information), 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.

The Governance structure and related responsibilities for the ERM process are as follows:

The Group 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, as a network of risk owners permitting the coverage of the entire Group and drives a proactive risk management culture.

Risk and Compliance officers are located in countries where Euronext conducts its activities and are supported as necessary by local legal staff to benefit from the local expertise and knowledge of the local business and environment.

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:

No major failings were identified by the Risk and Internal Control Programmes over the course of 2023.

As Euronext continuously evolves its internal control programme and related oversight, it will continue to challenge first line controls and ensure the Internal Control testing plan is risk-based and adapted to oversee critical processes.

Euronext’s first and second lines of defence perform their roles in risk assessment and reporting on risk management and control systems. The results are reported in the 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, provides an independent and objective assurance on the organisation’s governance, risk management and internal control as well as the operational robustness of processes. Internal 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. (See Section - 2.3.3 Third Line of Defence of this Document for more information).

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 and/or upon request by the second line of defence.

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 society at large.

Euronext’s inputs are financial, intellectual, human, social and natural. With these inputs Euronext brings value to its different stakeholders by connecting local economies to global markets, accelerating innovation and sustainable growth. Euronext gives companies access to capital either through initial public offerings (IPOs), capital increases 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 capital 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 its people and its 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 a unique role to play in the transition to a sustainable society, based on its impacts, risks and 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 market infrastructure in Europe and the purpose to shape capital markets for future generations.

The strategic plan “Growth for Impact 2024” is built on Euronext’s strong focus on ESG, with the priority 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 Euronext’s operations and through the role it plays in empowering sustainable finance across all its markets.

Euronext follows its mission by:

Stakeholder expectations and materiality analysis

In 2018 and 2019, 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 believed to be the most important areas of focus and effort for the Group. Euronext received feedback through workshops and interviews from a wide selection of stakeholders, notably investors, analysts and issuers, but also employees and regulators, all providing valuable insights.

On the basis of these results, Euronext performed a materiality analysis, defining eleven key issues in which Euronext could be most impactful, and that influence most stakeholder decision-making. These 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 illustrated 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.

Materiality Matrix

Euronext’s 11 material topics, categorised under the five material impact areas, have been organised on a matrix to visually represent the results in terms of their importance to stakeholders and the significance of their ESG impact.

Corporate Sustainability Reporting Directive and Double materiality assessment

In addition, in 2023, Euronext launched a new stakeholder engagement initiative to conduct a double materiality assessment making use of the Corporate Sustainability Reporting Directive (CSRD)¹, that entered into force as of 5 January 2023, and of the final European Sustainability Reporting Standards (ESRS)² as adopted by the European Commission on 31 July 2023.

As part of the double materiality assessment process, Euronext has considered both the impact materiality and financial materiality perspectives:

The double materiality assessment resulted in the identification of 9 material topics for Euronext, which are illustrated in the table below. The table is complemented with a high-level explanation of the changes in current material topics.

In this context, Euronext considered whether it would be seen as a facilitator for certain companies by providing them access to capital and financing their activities, and thereby enabling the positive or negative ESG impact of these companies. Based on the stakeholder engagement, it has been concluded that it was not the case. The core business of Euronext is to organise trusted and transparent markets, bringing together buyers and sellers. The impact attributable to Euronext which is highly regulated would be low since Euronext is only providing the infrastructure and Euronext’s impact on downstream customers is mainly economic. For example, Euronext cannot implement stricter requirements on ESG for new companies which want to be listed on its markets.

The process and outcomes of the double materiality assessment have been reviewed and approved by the Euronext’s Managing Board.

A process is ongoing to analyse the current gaps to be aligned with the CSRD and the ESRS requirements. As such, this 2023 report has been prepared in accordance with the Non-Financial Reporting Directive (NFRD). Euronext has proactively incorporated certain requirements of the ESRS when the data was available. However, Euronext will achieve full alignment with the CSRD for the reporting year 2024.

Euronext has a two-tier governance structure in accordance with Dutch law, composed of a Managing Board and a Supervisory Board. The Managing Board is responsible for developing and implementing the Company’s strategy, as well as assuring the day-to-day operations, and is composed of executive directors. The Managing Board is supervised by the Supervisory Board composed of non-executive directors, the majority of whom is independent, including the Chair. The Supervisory Board is responsible for the supervision of the policy of the Managing Board and the general course of affairs in the company and the business affiliated with it and for advising the Managing Board. Key decisions require the approval of the Supervisory Board. The Supervisory Board has four different committees (nomination and governance, audit, risk, and remuneration). Each of them has a role to play in the sustainable journey of the group. This is explicitly laid down in the charters of the committees.

Both, the Supervisory Board and the Management Board, have fully endorsed ESG as core of the “Growth for Impact 2024” strategic plan of Euronext.

With the help of the Group Head of ESG, the General Counsel, part of the Group’s Extended Managing Board and the Executive Committee, 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 2023, members of the Supervisory Board have been regularly trained on ESG topics, including diversity and inclusion and sustainable long-term value creation, to make sure they understand and embrace these new challenges, as well as the consequences of the ongoing climate crisis.

A strong 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 Environmental pillar, to mobilize all the internal actors and facilitate the implementation of an integrated approach to ensure that the carbon reduction targets are reached.

Additionally, a dedicated project governance has been established to ensure a sustainable value chain. This involves engaging internal stakeholders from various departments, including procurement, ESG, legal, and communication. The primary objective is to strengthen supplier engagement and foster a solid commitment to sustainability. Furthermore, this initiative aligns with the attainment of Euronext’s SBTi targets especially the one related to supplier engagement.

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.

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 3.

Euronext recognizes the critical role of ESG rating agencies in providing accurate and transparent information to the market, and considers the engagement with these actors as a central element of its ESG strategy.

Euronext monitors the ESG ratings very closely and conducts gap analysis regularly on scores to identify areas of development. Euronext’s ESG scores improved across multiples rating agencies in 2023, reflecting the Group’s commitment to provide its stakeholders with timely and transparent ESG reporting. An excellent example of this progress is the transition from a D rating to a B rating in CDP, also highlighting the significance that Euronext places on addressing climate-related issues.

*Supplier Engagement Rating

In this section, Euronext provides an overview of the progress made in 2023 against the 11 key ESG issues, supporting Euronext’s 5 material impact areas.

Key Issues:

KPI:

New material topics making use of the CSRD:

In its recent double materiality assessment (see Section 3.1. - Value creation by Euronext), Euronext has identified Corruption and Bribery and Sustainable Products and Services, including trainings, as material ESG topics. Reporting in line with the new material topics will occur in 2024, when Euronext is to be aligned with the CSRD.

3.4.1.1  Trusted, 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:

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 the group. 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:

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 (EMS) team, 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 this 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:

This KPI covers all the markets operated on the Optiq^® trading platform, including Borsa Italiana from the date of the migration of the Italian markets on the Optiq^® platform. This migration has taken place in different steps:

The number of incidents reported to the College of regulators in 2023 is 5, including 1 of Severity 1.

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 Euronext regulated cash markets, 52,936 alerts were treated by EMS compared to 59,719 in 2022, 47,995 in 2021 and 99,409 in 2020. Euronext observed a decrease of 11%. Overall, the result is in line with recent years.

This KPI covers all the markets operated on the Optiq^® trading platform, including Borsa Italiana from the date of the migration of the Italian cash markets on the Optiq^® platform. The number of alerts on the Italian cash markets subsequent to the migrations on the Optiq platform is 38,974. The migration of the cash market has taken place in different steps (see above for further details).

On the Euronext regulated derivatives markets, 185,677 alerts were treated by EMS in 2023, compared to 505,522 in 2022, 458,626 in 2021, and 1,195,733 in 2020. Euronext observed a decrease of 63% which is in line with the market activity and the market volatility. The EMS team has also successfully reduced the number of false positive alerts by reducing the number of alerts for situations where no action was required.

For the previous years, the increase in volatility, as the result of the conflict in Ukraine and the Covid situation, had a significant upwards impact. The KPI does not cover the Italian derivatives markets since this market has not migrated yet on the Optiq^® platform.

Availability of the Optiq^® trading platform (KPI n°3):

In 2023, the availability was 99.98 % for cash markets and 100 % for derivatives markets.

This KPI covers as well all the markets operated on the Optiq^® trading platform, including Borsa Italiana from the date of the migration of the Italian cash markets on the Optiq^® platform.

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 drive investments towards decarbonised assets and support Euronext’s clients on their ESG journey. A key part of this strategy is to expand the Group’s ESG business and continue its growth in this area.

ESG revenues

The EU Taxonomy does not apply directly to Euronext’s activities and it is not therefore the best framework for classifying its products and services as sustainable. Euronext therefore worked on its own definition of ESG revenues and does measure the ESG revenue according to this definition, which is described in more detail in Section 3.5.- Summary of ESG KPI’s.

In order to assess the growth of its ESG business, Euronext has put a specific 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 2022, and now also includes the revenues generated from the initiative “Sustainable finance partnership” for which partners are provided with the «Borsa Italiana - Sustainable Finance Partner» Label (see section 3.5 for a full list of ESG products and services). Figures of 2022 have been reviewed with the same scope as for 2023, resulting in a non-material adjustment.

Even if the 2023 percentage remains stable, ESG revenues have increased from €65.4 million to €69.9 million, i.e. by +6.9% compared to a +3.9% increase in overall revenues.

For 2023, this percentage is 4.7%.

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 2023, Euronext launched 18 new ESG indices, including the CAC 40 SBT 1.5, the Eurozone SBT 1.5, the Europe SBT 1.5, the Biodiversity Enablers world, and the Biodiversity screened world. At the end of the year, there were more than 300 listed structured products for the French market alone linked to Euronext ESG indices. These had a combined assets under management of almost €9 billion⁷.

Moreover, Euronext is one of the leading ESG index providers in Europe for structured products since 2019, according to the independent SRP database.

Euronext will continue to extend over 2024 its ESG index offering together with its partners.

A.2. ESG Exchange-traded funds (ETF) accessible on the Euronext markets

ESG Exchange-Traded Funds (ETFs) represent a significant stride in the asset management world. As such, ESG ETFs, are rapidly gaining popularity, reflecting a broader shift in the investment community towards sustainability and corporate responsibility.

Currently there are 1,011 ESG-related ETFs available on Euronext markets, complying with the EU’s Sustainable Finance Disclosure Regulation (SFDR), whereof 892 fall under art. 8 of the SFDR and 119 under art. 9.

159 new ESG ETFs were listed on Euronext markets in 2023 across 195 separate listings.

Euronext SFDR categorisation under SFDR for ETF is available on the Euronext website from January 2023. It provides analytics and statistics to all interested parties.

A.3. ESG investment funds accessible on Euronext

Sustainable Investing is an important theme in Euronext’s investment funds market. In 2023, 12 additional sustainable fund securities were listed on Euronext.

There are currently 125 ESG-related investment funds listed and traded on Euronext, and 90% of them are ESG investment funds: 113 funds among which 80 are “SFDR-article 8” and 45 are “SFDR-article 9”.

A.4. Euronext ESG Bond footprint and platform initiative

Euronext is the leading venue for ESG bonds, with more than 2,200 green, social, sustainability and sustainability-linked bond listed and admitted to trading on its markets, from 500+ issuers and accounting for more than 1.3 trillion euros.

In 2023, debt capital markets recovered from a 2022 bleak year. Higher issuance volumes were generated by European corporates, benefiting Euronext.

Sustainable bonds also enjoyed a strong revival, with the Euronext ESG Bond Platform welcoming 71 new ESG issuers. Close to 500 ESG bonds were listed on the platform in 2023, compared to 400 in 2022. Euronext is now the world leading venue for the listing of ESG bonds.

Euronext is committed to give more visibility to its ESG Bonds issuers and to participate in the development of the overall sustainable bond market. It did so by publishing 4 ESG Bond Barometers, with 8 interviews with green leaders.

The best-in-class section of SBTi climate-aligned ESG bond issuers is also very active and has been extended to companies with a validated Net Zero pathway (in addition to companies having a validated 1.5° pathway). 16 companies joined this section in 2023.

Finally, Euronext organized, in September, five inaugural DCM committees in Dublin, Paris, Oslo, Amsterdam and Brussels, gathering industry experts, to discuss ESG trends and topics.

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 aims for 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. Educational resources

Euronext is committed to encourage the incorporation of ESG factors into investment decision-making and supports equity issuers in their ESG journey. Such commitment is 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 2023, Euronext published a new guide targeted at pre-IPO companies, in collaboration with the Paris Institute for Sustainable Finance. It provides a set of recommendations on best practices for ESG during the IPO process, as well as an overview of investor expectations on corporates’ ESG maturity.

Euronext also announced the strengthening of the ESG contents in its educational pre-IPO programme IPOready.

B.2. European Sustainability Week

From 4 to 8 September 2023, Euronext organised its first Euronext Sustainability Week, an entire week of activities dedicated to sustainable finance. Originally launched as Italian Sustainability Week in 2017, Euronext has expanded this successful concept to encompass all its geographies across Europe. Around 40 external and internal events, combining conferences, workshops, and webinars, were held over five days, from nine different geographies across Europe and targeting corporate and investors audiences, to foster sustainable finance.

The event 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.

B.3. Launch of My ESG Profile

With the launch of My ESG Profile, Euronext has become the first stock exchange to make the ESG data of its issuers available in a standardized format on its website. In November 2023, Euronext published close to 1,900 company ESG profiles containing over 60,000 data points on Euronext Live. Data is collected and validated by a specialised data partner directly from issuers’ annual reports based on a list of thirty quantitative indicators sourced from key European regulations. The objective of My ESG Profile is to support the transition to a sustainable economy, by providing listed companies with a digital tool they can use to centralise relevant ESG information, showcasing their sustainability efforts to the market, while facilitating investors’ access to this key data to inform their sustainable investment decisions.

The launch of this service marks an important milestone in Euronext’s ambition to provide concrete tools and guidance on ESG to all its listed companies, while facilitating investor-issuer dialogue on ESG matters.

C. ELITE network

ELITE is an international network of SMEs that connects companies with diverse sources of capital to drive their growth. Sustainability and Corporate Governance are two of the pillars on which companies can get access to training, guidelines, recognition of achievements and a pool of partners/advisors to execute development projects. In particular, the ELITE membership includes:

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 4,800 clients in over 30 countries, of which 1,000+ are listed companies.

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. General Meetings Services

Euronext Securities General Meeting Services are tailored to support the ESG goals of the clients. This include a significant component, the Virtual General Meetings (VGM), which allows shareholders to participate in general meetings remotely. This feature not only diminishes the necessity for travel, reducing the associated carbon footprint, but also enhances shareholder accessibility and engagement. In addition to VGM, Euronext Securities offers a range of solutions to digitize various processes involved in general meetings. These solutions help in cutting down the consumption of paper and other resources, aligning with sustainable practices. By offering and investing in both virtual and traditional general meeting services, Euronext Securities demonstrates a comprehensive commitment to supporting the ESG objectives of their clients.

3.4.1.3 Reporting “Our Markets” against the SDGs

1. Number of serious incidents on the regulated markets reported to the College of Regulators

4. Proportion of revenues linked to ESG products and services in the global revenues of the Group

5. Net Promoter Score

¹ iBabs is part of Corporate Services, newly included in the scope for 2023. Its presented in a separate line to allow for consistent comparison year-on-year.

During the previous years, the survey consisted of short phone interviews with the following results:

6. Percentage of suppliers with SBTi set reduction targets on Scope 1 and Scope 2 GHG emissions

(a) These 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

11. Carbon Footprint (location based)

(b) Figures for 2022 have not been assured. These figures are the adjusted numbers of 2022 to reflect the more granular way to calculate the carbon footprint of data centers.

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.

Euronext internalises the carbon footprint calculation with 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.

In 2023, Euronext’s teams concentrated their efforts to improve the granularity of the Group’s data centres-related GHG emissions assessment and developed a new methodology with the help of Carbone 4. This more granular methodology, whereby the carbon footprint of cloud services is deduced from the details of the invoices for each service from each supplier, and emission from physical data centers are adapted to Euronext’s ownership (servers are currently owned by Euronext and installed in rented buildings), new acquisitions (purchases, rentals, etc) and the Power Usage Efficiency (PUE) at the various sites, was successfully implemented in the carbon footprint calculator tool used by Euronext and will enable a more accurate calculation of GHG emissions linked to the data centers.

Proportion of Turnover from products or services associated with Taxonomy-aligned economic activities - disclosure covering year 2023

Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities - disclosure covering year 2023

Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities - disclosure covering year 2023

A description of the shareholding structure of the Company is provided in section 6 “General description of the Company and its share capital”.

In 2022, the 2016 Dutch Corporate Governance Code (“Code”) has been reviewed and updated in consultation with affected parties comprising labour unions and large and listed companies. On 20 December 2022, the Corporate Governance Code 2022 was published by the Monitoring Commission Corporate Governance Code. As of 1 January 2024, management reports for 2023 will need to account for compliance with the updated 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/2022/12/20/corporate-governance-code-2022 and

https://www.mccg.nl/publicaties/codes/2022/12/20/dutch-corporate-governance-code-2022

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 sustainable 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.

Provision of the Dutch Code regarding corporate law matters, that Euronext did not apply in 2023:

Provisions of the Dutch Code regarding the remuneration policy of the Managing Board that Euronext did not apply in 2023:

Provision of the Dutch Code regarding meetings with analysts that Euronext did not apply in 2023:

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 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 2023.

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, this Universal Registration Document provides sufficient insights into any failings in the effectiveness of the internal risk management and control systems with regard to the risks as referred to in best practice provision 1.2.1, the aforementioned systems provide reasonable assurance that the financial reporting does not contain any material inaccuracies, based on the current state of affairs, it is justified that the financial reporting is prepared on a going concern basis, and this Universal Registration Document states the material risks, as referred to in best practice provision 1.2.1, and the uncertainties, to the extent that they 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

Manuel Bento,

COO

Daryl Byrne,

CEO of Euronext Dublin

Delphine d’Amarzit,

CEO of Euronext Paris

Simone Huis in ‘t Veld,

CEO of Euronext Amsterdam

Fabrizio Testa,

CEO of Borsa Italiana

Isabel Ucha,

CEO of Euronext Lisbon

Benoît van den Hove,

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.

The Supervisory Board met nine times in 2023: there were four in-person meetings, and five meetings by videoconferencing.

The Supervisory Board discussed amongst others the following topics: the quarterly, half year and full year results, the dividend proposal, the 2024 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, cyber security, ESG risks and opportunities, M&A opportunities, the integration of the Borsa Italiana Group and the migration of clients to the Core Data Centre, to Euronext Clearing and to Optiq. 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.

4.4.1.1. Statement by the Chair of the Remuneration Committee

Nathalie Rachou, Chair of the Remuneration Committee

On behalf of the Board, I am pleased to present the Remuneration Report for the financial year ending 31 December 2023.

The Remuneration Committee and the Supervisory Board are committed to reinforcing 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.

2023 Remuneration decisions

The Remuneration Committee held five meetings during 2023, where the members monitored the implementation of the 2021 Remuneration Policy.

The Remuneration Committee discussed specific contributions to the delivery of the integration plan of Borsa Italiana and some senior management retention risks during the course of the year. The Remuneration Committee addressed these specific challenges through a special one-off Integration LTI grant for the Group Chief Executive Officer and for the Chief Operating Officer, granted in February 2024. This grant will be subject to the performance conditions of the plan and to the three-year vesting period. The Supervisory Board decided to approve this exceptional remuneration within the Remuneration Policy, in the best interest of the company, to recognise specific contributions, reinforce retention, and support the next phase of growth of Euronext.

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 2023 performance indicators and strategic achievements are summarised in this report and form the basis of the 2023 remuneration decisions.

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 2023.

Following positive feedback received from shareholders and stakeholders, the Remuneration Committee has decided to keep this policy unchanged for 2024. The Remuneration Committee will consult shareholders and stakeholders in 2024 to prepare an updated Remuneration Policy to be approved during the AGM in 2025.

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 2023 consisted of the following members: Nathalie Rachou (chair), Diana Chan, Rika Coppens, Padraic O’Connor and Piero Novelli.

4.4.1.3. 2023 Performance

In 2023, Euronext has delivered very strong performance, thanks to the ongoing delivery of the committed €115 million synergies related to the integration of Borsa Italiana¹⁷, tight cost control in an environment of persistent labour inflation and successful diversification of the top line of the group. Euronext’s focus on performance and cost discipline allowed the Company to beat the 2023 budget on both underlying revenues and underlying costs.

The Euronext team delivered major operational, financial and strategic milestones in 2023, in line with the “Growth for Impact 2024” strategic plan, which have clearly transformed Euronext: