NYSE Euronext is a US holding company that, through its subsidiaries, operates:

(i) in the US, the following securities exchanges: the New York Stock Exchange (“NYSE”), NYSE Arca, Inc. (“NYSE Arca”) and NYSE Alternext US LLC (“NYSE Amex”) and a futures exchange (“NYSE Liffe US”); and

(ii) in Europe, five exchanges through the Dutch parent company Euronext N.V. (“Euronext”) – the Paris, Amsterdam, Brussels and Lisbon stock exchanges, as well as the NYSE Liffe derivatives markets in London, Paris, Amsterdam, Brussels and Lisbon.

NYSE Euronext is a global provider of securities listing, trading, market data products, and software and technology services. NYSE Euronext was formed in connection with the April 4, 2007 combination of NYSE Group (which was formed in connection with the March 7, 2006 merger of the NYSE and Archipelago) and Euronext.

On April 4, 2007, upon the consummation of the combination of NYSE Group and Euronext, NYSE Euronext became the parent company of NYSE Group and Euronext and each of their respective subsidiaries.

NYSE Euronext is a listed company. NYSE Euronext common stock is dually listed on the NYSE and Euronext Paris under the symbol “NYX.”

Regulatory structure and environment of Euronext
Euronext markets operators and national regulators and regulations overview
Euronext markets overview
Group-Wide Supervision and Regulation
NYSE Euronext regulation section

Each of the Euronext exchanges holds an exchange license granted by the relevant national exchange regulatory authority and operates under its supervision. Each market operator is also subject to national laws and regulations in its jurisdiction in addition to the requirements imposed by the national exchange authority and, in some cases, the central bank and/or the finance ministry in the relevant European country. Regulation of Euronext and its constituent markets is conducted in a coordinated fashion by the respective national regulatory authorities pursuant to memoranda of understanding relating to the cash and derivatives markets.

The integration of Euronext’s trading platforms has been fostered and accompanied by regulatory harmonization. A single rulebook governs trading on Euronext’s cash and derivatives markets, which contains a set of harmonized rules and a set of exchange-specific rules. The Euronext Rulebooks are available in the present Regulation section of the NYSE Euronext’s website.

The regulatory framework in which Euronext operates is substantially influenced and partly governed by European directives in the financial services area. In November 2007, MiFID came into effect. MiFID is one of the key directives in the Financial Services Action Plan (“FSAP”), which was adopted by the European Union in 1999 in order to create a single market for financial services by harmonizing the member states’ rules on securities, banking, insurance, mortgages, pensions and all other financial transactions.

The progressive implementation by European member states of the FSAP directives has enabled and increased the degree of harmonization of the regulatory regime for financial services, offering, listing, trading and market abuse. In addition, the implementation of MiFID by the European member states has resulted in a reinforcement of the regulators’ authority and control over market operators’ governance, shareholders and organization.

Euronext Amsterdam

Euronext Amsterdam is governed by the Act on the Financial Supervision of September 28, 2006. Operation of a regulated market in the Netherlands is subject to prior license by the Dutch Minister of Finance who may, at any time, amend or revoke this license if necessary to ensure the proper functioning of the markets or the protection of investors. The license may also be revoked for non-compliance with applicable rules. AFM, together with De Nederlandsche Bank, acts as the regulatory authority for members of Euronext Amsterdam, supervises the primary and secondary markets, ensures compliance with market rules and monitors clearing and settlement operations. The Dutch Minister of Finance also issues declarations of no objection in connection with the acquisition of significant shareholdings in the operator of a regulated market in the Netherlands.

Euronext Brussels

Euronext Brussels is governed by the Belgian Act of August 2, 2002 and is recognized as a market undertaking according to article 16 of the Act. Euronext Brussels is responsible for the organization of the markets and the admission, suspension and exclusion of members and has been appointed by law as a “competent authority” within the meaning of the Listing Directive meaning it is responsible for the admission, the suspension and the delisting of financial instruments on its markets. The Belgian Minister of Finance, upon CBFA opinion, grants and revokes the quality of Belgian regulated market to the Belgian market operator for the markets it operates. The Belgian market operator operates under the surveillance of the Commission Bancaire, Financière et des Assurances/Commissie voor het Bank-, Financie- en Assurantiewezen (“CBFA”). The CBFA is also competent a.o. for Prospectus regulation, Transparency regulation, Market Abuse regulation…

Euronext Lisbon

Euronext Lisbon is governed by the Portuguese Decree - Law no. 357-C/2007, October 31, 2007 which, along with the Portuguese Securities Code and regulations from Comissão do Mercado de Valores Mobilários (“CMVM”), governs the regime for regulated markets and multilateral trading facilities, market operators, and all companies with related activities in Portugal as well as systemic internalizers and financial intermediaries. The creation of regulated market companies requires the prior authorization in the form of an ordinance from the Portuguese Minister of Finance, following consultation with the CMVM. The CMVM is an independent public authority that monitors markets and market participants, public offerings and collective investment undertakings.

Euronext Paris

Euronext Paris is governed by the French Monetary and Financial Code. Under the French Monetary and Financial Code, the French Minister of Finance has the authority to confer or revoke regulated market status upon recommendation of the Autorité des Marches Financiers (“AMF”) and following an opinion from the French Banking Commission (“Commission Bancaire”). Market status is granted if the market meets specific conditions for proper operation.

In addition to its status as a market operator, Euronext Paris is approved as a specialized financial institution and is therefore governed by French banking legislation and regulations (notably the French Banking Act as amended and codified in the French Monetary and Financial Code), which means that it is subject to supervision by the Comité des Etablissements de Crédit et des Entreprises d’Investissement (“CECEI”) and the Commission Bancaire. As the relevant indirect parent company of Euronext Paris for purposes of banking regulations, Euronext is also subject to certain reporting and statutory requirements of the Commission Bancaire. As such, it must comply with certain ratios and requirements including minimum equity requirements and solvency ratios.

LIFFE

LIFFE (Holdings) plc, a U.K. company, is governed by the U.K. Companies Acts of 1985, 1989 and 2006 (to the extent currently implemented). LIFFE (Holdings) has three principal regulated subsidiaries in the United Kingdom: NYSE Liffe, Liffe Services Ltd. and Secfinex Ltd.

LIFFE Administration and Management (a wholly-owned subsidiary of LIFFE (Holdings) plc) administers the markets for financial and commodity derivatives in London, which are overseen by the U.K. Financial Services Authority (“FSA”). In the United Kingdom, financial services legislation comes under the jurisdiction of Her Majesty’s Treasury, while responsibility for overseeing the conduct of regulated activity rests with the FSA. LIFFE Administration and Management is designated as a recognized investment exchange pursuant to the U.K. Financial Services and Markets Act 2000.

Liffe Services Limited is primarily a technology supplier and is governed by FSA regulations as a service company.

Secfinex Ltd is a majority-owned subsidiary of LIFFE (Holdings). Its principal activity is the operation of an electronic trading facility for securities borrowing and lending. It is regulated by the FSA as an authorised person.

Euronext’s European market operators hold licenses for operating the following European regulated markets:

• Euronext Amsterdam operates two regulated markets: one stock market (Euronext Amsterdam) and one derivatives market (Euronext Amsterdam Derivatives Market, i.e., the Amsterdam market of NYSE Liffe);
• Euronext Brussels operates two regulated markets: one stock market (Euronext Brussels) and one derivatives market (Euronext Brussels Derivatives Market, i.e., the Brussels market of NYSE Liffe);
• Euronext Lisbon operates two regulated markets: one stock market (Euronext Lisbon) and one derivatives market (Euronext Lisbon Futures and Options Market, i.e., the Lisbon market of NYSE Liffe);
• Euronext Paris operates three regulated markets: one stock market (Euronext Paris) and two derivatives markets (MONEP and MATIF, i.e., the Paris market of NYSE Liffe); and
• LIFFE Administration and Management operates one regulated market, a derivatives market (the London International Financial Futures and Options Exchange, i.e., the London market of NYSE Liffe). Through the NYSE Liffe Clearing transaction, NYSE Liffe will become the central counterparty to transactions on the London derivatives market.

Each market operator also operates a number of markets that do not fall within the EU definition of “regulated markets.” Each market operator is subject to national laws and regulations pursuant to its market operator status.

The following MTFs are operated in Europe for the time being:

• Euronext Amsterdam operates two MTFs: Alternext and NYSE Arca Europe ;
• Euronext Brussels operates five MTFs: Alternext, Free Market, Easynext, Public Auctions Market and the Trading Facility;
• Euronext Lisbon operates one MTF: “EasyNext Lisbon” (awaiting for the transformation and merger of the two non-regulated markets from CMVM);
• Euronext Paris operates two MTFs: Alternext and the « Free market and Delisted securities »;
• SmartPool is a neutral dark liquidity pool created by NYSE Euronext in partnership with J.P. Morgan, HSBC and BNP Paribas. SmartPool Trading Limited is a MTF approved and regulated by the FSA; and
• NYSE Arca Europe is a pan-European MTF created by NYSE Euronext and approved and regulated by the AFM.

The national regulators of the Euronext exchanges are parties to two Memoranda of Understanding (“MOUs”) that provide a framework to coordinate their supervision of Euronext and of the markets operated by the Euronext group. Within the framework of the MOUs, Euronext’s regulators agreed to develop and implement a coordinated approach with respect to the supervision of the Euronext markets. Representatives of Euronext’s regulatory authorities meet in working groups on a regular basis in order to coordinate their actions in areas of common interest and agree upon measures to promote harmonization of their respective national regulations.

The NYSE Euronext Regulation section gathers the rules issued by Euronext as market operator to frame the organisation of the European markets of NYSE Euronext. The Euronext Rulebooks for the regulated markets currently consists of two books:

• Book I contains the harmonised rules (cash and derivatives), including rules of conduct and enforcement rules that are designed to protect the markets, as well as rules on listing, trading and membership;
• Book II contains all rules of the individual markets that have not been harmonised.

The other markets operated by Euronext have their own dedicated rules. For example, the rules governing the Portuguese MTF “EasyNext Lisbon” (awaiting for the transformation and merger of the two non-regulated markets from CMVM) are also included in Euronext Lisbon’s Book II.

Notices/Instructions implement the provisions of the Rule Books. The Notices adopted by Euronext for the enforcement of Book I apply to all Euronext markets (unless otherwise specified), while those for the enforcement of Book II are specific to local jurisdictions. The regulators in Belgium, France, the Netherlands, Portugal and the United Kingdom have approved the market rules, either collectively (Book I) or in respect of their own jurisdiction (Book II).

There are two types of regulated markets organised by Euronext:

• Euronext Securities Market (market of stocks, bonds, warrants, ETFs/ trackers, structured funds, certificates), also known as the Cash market, organised in Amsterdam, Brussels, Lisbon and Paris.
• Euronext Derivatives Market (market of options, futures, swaps,…) organised in Amsterdam, Brussels, Lisbon, London and Paris.

While the majority of the rules are harmonized and therefore applicable in all the locations (Amsterdam, Brussels, Lisbon, London and Paris), some are still non harmonized and therefore different from one location to another.

The Euronext rules provided in this section are without prejudice to the provisions of the EU regulations and the relevant National regulations (Belgian, French, Dutch, Portuguese and UK) applicable to the Euronext Market Undertaking organising such markets and to the companies listed on these markets and the members active on them.

This subsection gathers the Euronext rules applicable to the Euronext Securities Markets. These markets are Regulated Markets within the meaning of MiFID.

In addition to Book I, Chapter 4 and 4bis, the Trading Manuals applicable to the platforms NSC or UTP (Universal Trading Platform) considering the nature of the financial instruments which have already migrated to the new platform (UTP) gather the rules applicable to the trading in the Euronext Cash/Securities Markets.

The rules applicable to Multilateral Trading Facilities (MTFs) in the meaning of the MiFID are presented under the form of Organisational notes/memos for each MTF. The rules of the MTF may refer to rules applicable to the Regulated markets.

This subsection gathers the Euronext rules applicable to the Euronext Derivatives markets. These markets are Regulated Markets in the meaning of the MiFID.

In addition to Book I, Chapter 5, the Trading Procedures gathers the rules applicable to the trading in the Derivatives markets for both all the locations and for each location.