EURONEXT 2014 REGISTRATION DOCUMENT CONTENTS Risks 2 5 Operating and fi nancial review 75 Strategic Risks 3 5.1 Overview 76 Financial Risks 5 5.2 Relationships & related party transactions 95 Operational Risks 6 5.3 Legal proceedings 99 5.4 Insurance 101 Presentation of the Group 11 5.5 Liquidity and Capital Resources 102 1 5.6 Tangible fi xed assets 103 1.1 Company profi le 12 1.2 Strategy 14 1.3 Description of the business 15 Financial Statements 105 6 1.4 Regulation 27 6.1 Consolidated Income Statement 106 6.2 Consolidated Statement of Comprehensive Income 107 Corporate Governance 31 6.3 Consolidated Balance Sheet 108 2 2.1 Corporate governance 32 6.4 Consolidated Statement of Cash Flows 109 2.2 Management & control structure 34 6.5 Consolidated Statement of Changes 2.3 Report of the Supervisory Board 45 in Parent’s Net Investment 2.4 Remuneration report 47 and Shareholders’ Equity 110 2.5 Corporate social responsibility 52 6.6 Notes to the Consolidated Financial Statements 112 6.7 Euronext N.V. Company Financial Statements 3 Selected historical combined fi nancial for the year ended 31 December 2014 151 information and other fi nancial 6.8 Notes to Euronext N.V. Financial Statements 153 information 57 6.9 Other information 165 General description of the Company Glossary 167 4 and its share capital 61 G 4.1 Legal information on the Company 62 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 - 2014 Registration document 2014 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 the Netherlands, France, Belgium and Portugal. The applicable regulations with respect to public information and protection of investors, as well as the commitments made by the Company to securities and market authorities, are described in this Registration Document (the “Registration Document”). In addition to historical information, this Registration Document includes forward-looking statements. The forward-looking statements are generally identifi ed 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 diff er materially from those forecasted or suggested herein. These include changes in general economic and business conditions, as well as the factors described under “Risk Factors” below. This Registration Document was prepared in accordance with Annex 1 of EC Regulation 809/2004, fi led in English with, and approved by, the Stichting Autoriteit Financiële Markten (the “AFM”) on 24 /03 /2015 in its capacity as competent authority under the Wet op het fi nancieel 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 off ering 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. - 2014 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 nanc ing 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 C ompany. As for any c ompany, 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 system”. 2 - 2014 Registration document Strategic Risks other market centres. The Company faces growing competition from ❙ GLOBAL AND REGIONAL ECONOMY fi nancial institutions that have the ability to divert trading volumes The Company’s operations and performance depend on market by “internalising” order fl ow that would otherwise be transacted on and economic conditions globally. Trends towards the liberalisation one of Euronext’s exchanges. In the event of a decrease in trading and globalisation of world capital markets have resulted in greater volumes, there is a risk that markets become less liquid and thus mobility of capital, greater international participation in local markets less attractive to investors and issuers. and more competition among markets in different geographical areas. As a result, global competition among trading markets and If Euronext fails to compete successfully, its business and fi nancial other execution venues has become more intense. results may be impacted. Euronext’s operations are highly concentrated in France, Belgium, the Netherlands, Portugal and the United Kingdom, and its success is therefore closely tied to general economic developments in those countries and Europe generally and cannot be offset by ❙ TRANSFORMATION developments in other markets. A weak economy and negative Euronext is optimising itself as a stand-alone company, through economic developments may impact growth targets and could limit streamlining of processes and enhancing operational effi ciency, the Group’s future prospects. including eff ective disclosure and reporting controls and procedures, During the past few years, European countries such as Greece, to achieve cost savings. Establishing the infrastructure necessary Ireland, Portugal, Italy and Spain have been particularly aff ected by for a stand-alone publicly traded company, from an infrastructure the recent fi nancial and economic conditions. The European Union, inherited from NYSE Euronext and ICE, requires substantial the European Central Bank and the International Monetary Fund have organisational and operational change. T he Company has identifi ed prepared rescue packages for some of the aff ected countries. Other the potential for operating optimisation and efficiencies of Eurozone countries have been forced to take actions to mitigate approximately €60 million by the end of June 2015 and of €80 million similar developments in their economies. by the end of 2016 on a run rate basis. However, the realisation of any anticipated operating optimisation and effi ciencies and the timing of E conomic conditions aff ect fi nancial and securities markets in a such realisation will be aff ected by a number of factors beyond the number of ways, from determining availability of capital to infl uencing Company’s control, including the risks described in this section. If the investor confi dence. Accordingly, generally adverse market conditions Group is unable to achieve the benefi ts that are currently anticipated, may have a disproportionate and adverse eff ect on the Company’s that could have an adverse eff ect on the fi nancial results. business and impact its fi nancial results. The Group may enter into business combination transactions. The market for acquisition targets and strategic alliances is highly competitive, particularly in light of recent consolidation in the COMPETITION exchange sector and existing or potential future restrictions on ❙ foreign direct investment in some countries. Pursuing strategic Euronext’s industry is highly competitive. The Company faces transactions requires substantial time and attention of the competition for listing, trading and execution of cash equities management team, which could prevent them from successfully and other cash products. In addition, the market for derivatives overseeing other initiatives. In addition, completing and recognising trading and clearing has intensifi ed as a result of competition and benefi ts of potential transactions takes time and can impact the consolidation. This