2015 REGISTRATION DOCUMENT | 02 CONTENTS Risks 2 5 Operating and fi nancial review 75 Strategic Risks 3 5.1 Overview 76 Financial Risks 5 5.2 Material contracts and related party Operational Risks 6 Transactions 96 5.3 Legal Proceedings 98 5.4 Insurance 100 Presentation of the Group 9 1 5.5 Liquidity and Capital Resources 101 1.1 Company Profi le 10 5.6 Tangible Fixed Assets 102 1.2 Strategy 12 1.3 Description of the Business 13 Financial Statements 103 1.4 Regulation 25 6 6.1 Consolidated Income Statement 104 6.2 Consolidated Statement Corporate Governance 29 2 of Comprehensive Income 105 2.1 Corporate Governance 30 6.3 Consolidated Balance Sheet 106 2.2 Management & Control Structure 32 6.4 Consolidated Statement of Cash Flows 107 2.3 Report of the Supervisory Board 43 6.5 Consolidated Statement of Changes 2.4 Remuneration report 45 in Parent’s Net Investment 2.5 Corporate Social Responsibility 50 and Shareholders’ Equity 108 6.6 Notes to the Consolidated Financial Statements 110 3 Selected historical combined fi nancial 6.7 Euronext N.V. Company Financial Statements information and other fi nancial for the year ended 31 December 2015 151 information 57 6.8 Notes to Euronext N.V. Financial Statements 153 6.9 Other information 167 4 General description of the Company and its share capital 61 Glossary 169 4.1 Legal Information on the Company 62 G 4.2 Share Capital 62 4.3 Shareholder structure 64 4.4 Share Classes and Major Shareholders 64 4.5 General Meeting of Shareholders and Voting Rights 69 4.6 Anti-Takeover Provisions 70 4.7 Obligations of Shareholders and Members of the Managing Board to Disclose Holdings 70 4.8 Short Positions 71 4.9 Market Abuse Regime 72 4.10 Transparency Directive 72 4.11 Dutch Financial Reporting Supervision Act 73 4.12 Dividends and Other Distributions 73 4.13 Financial Calendar 74 - 2015 Registration document 2015 Registration Document including the Annual Financial Report Euronext N.V. (the “Company” or “Euronext” and together with its subsidiaries, the “Group”) is a Dutch public company with limited liability (naamloze vennootschap), whose ordinary shares are admitted to listing and trading on regulated markets in Belgium , France, the Netherlands and Portugal. The applicable regulations with respect to public information and protection of investors, as well as the commitments made by the Company to securities and market authorities, are described in this Registration Document (the “Registration Document”). In addition to historical information, this Registration Document includes forward-looking statements. The forward-looking statements are generally identified by the use of forward-looking words, such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “project”, “predict”, “will”, “should”, “may” or other variations of such terms, or by discussion of strategy. These statements relate to Euronext’s future prospects, developments and business strategies and are based on analyses or forecasts of future results and estimates of amounts not yet determinable. These forward-looking statements represent the view of Euronext only as of the dates they are made, and Euronext disclaims any obligation to update forward-looking statements, except as may be otherwise required by law. The forward-looking statements in this Registration Document involve known and unknown risks, uncertainties and other factors that could cause Euronext’s actual future results, performance and achievements to differ materially from those forecasted or suggested herein. These include changes in general economic and business conditions, as well as the factors described under “Risks ” below. This Registration Document was prepared in accordance with Annex 1 of EC Regulation 809/2004, filed in English with, and approved by, the Stichting Autoriteit Financiële Markten (the “AFM”) on 31/03/2016 in its capacity as competent authority under the Wet op het financieel toezicht (as amended) pursuant to Directive 2003/71/EC (as amended, including by Directive 2010/73/EU). This Registration Document may be used in support of an offering to the public, or an admission to trading, of securities of the Company as a document forming part of a prospectus in accordance with Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) only if it is supplemented by a securities note and a summary approved by the AFM. - 2015 Registration document 1 RISKS The format of Euronext’s Registration Document and the presentation of its Table of Content respect the requirements of Annex 1 of the Prospectus Directive EC 809/2004 as applicable in the Netherlands. Euronext as a leading fi nancing centre in continental Europe is subject to risks and uncertainties that may aff ect its fi nancial performance. Key risks specifi c to a pan-European exchange operator relate to the general economic development globally and especially in Europe, as well as increased regulation, oversight and taxation, all of which depend on policy decisions by governments and regulators and which are not controlled by the Company. As for any company, the business, results of operation or fi nancial condition of the Company could be materially adversely aff ected by the risks described below. These are not the only risks the Company faces. Additional risks and uncertainties not presently known to the Company or that it currently considers immaterial may also impair its business and operations. A description of the risk management system is provided in “Risk management ” (section 2.2.1.1.). 2 - 2015 Registration document Strategic Risks include regulated markets, multilateral trading facilities (“MTFs”) and ❙ GLOBAL AND REGIONAL ECONOMY a wide range of over-the-counter (“OTC”) services provided by market The Company’s operations and performance depend on market makers, banks, brokers and other fi nancial market participants. and economic conditions globally. Trends towards the liberalisation Some of these competitors are among Euronext’s largest customers and globalisation of world capital markets have resulted in greater or are owned by its customers. mobility of capital, greater international participation in local markets and more competition among markets in different geographical The success of the Group’s business depends on its ability to attract areas. As a result, global competition among trading markets and and maintain order flow, both in absolute terms and relative to other execution venues has become more intense. other market centres. The Company faces growing competition from fi nancial institutions that have the ability to divert trading volumes Euronext’s operations are highly concentrated in Belgium, France, by “internalising” order fl ow that would otherwise be transacted on the Netherlands, Portugal and the United Kingdom, and its success one of Euronext’s exchanges. In the event of a decrease in trading is therefore closely tied to general economic developments in volumes, there is a risk that markets become less liquid and thus those countries and Europe generally and cannot be offset by less attractive to investors and issuers. developments in other markets. A weak economy and negative economic developments may impact growth targets and could limit If Euronext fails to compete successfully, its business and fi nancial the Group’s future prospects. results may be impacted. Eurozone GDP growth is projected to rise to almost 2 per cent in 2016 and 2017, despite a slowdown in several emerging markets. Activity will continue to be supported by sustained monetary stimulus, a broadly neutral fi scal stance and lower oil prices. Interest rates ❙ TRANSFORMATION are expected to remain low to fuel investment. Volumes have and The Group may enter into business combination transactions. The are expected to continue to grow as a result of market conditions. market for acquisition targets and strategic alliances is highly Economic conditions aff ect fi nancial and securities markets in a competitive, particularly in light of recent, or possible, consolidation number of ways, from determining availability of capital to infl uencing in the exchange sector and existing or potential future restrictions investor confi dence. Accordingly, generally adverse market conditions on foreign direct investment in some countries. Pursuing strategic may have a disproportionate and adverse eff ect on the Company’s transactions requires substantial time and attention of the business and impact its fi nancial results. management team, which could prevent them from successfully overseeing other initiatives. In addition, completing and recognising benefi ts of potential transactions takes time and can impact the Company’s business, and fi nancial results. ❙ COMPETITION Euronext intends to continue to explore and pursue opportunities to Euronext’s industry is highly competitive. The Company faces strengthen its business and grow the Company. In so doing, the Group competition for listing, trading and execution of cash equities may launch new products and enter into or increase its presence and other cash products. In addition, the market for derivatives in other markets. In relation to the expansion of the Company’s trading and clearing has intensifi ed as a result of competition and business, Euronext plans to invest time in developing new products consolidation. This can have an impact on Euronext’s pricing and or improving current product off erings. If these product off erings related market share. are not successful, a potential market opportunity may be missed and Euronext may not be able to off set the cost of such initiatives, The Company’s current and prospective competitors are numerous which may have a material impact on the Company’s fi nancial results. and include both traditional and non-traditional trading venues. These - 2015 Registration document 3 Section 4 .4 “Share classes and major shareholders”). This Group ❙ REGULATORY COMPLIANCE AND CHANGE has applied its right to propose a third of the Supervisory Board Euronext’s business in Europe is subject to extensive regulation directors (as they currently represent over 25% of issued shares of at the European level and by national regulators in the relevant the Company), who were appointed by the EGM on 17 December 2014.