2.2 SUPERVISORY BOARD'S REPORT

2.2.1 Annual financial statements
As required under the provisions of the company's articles of association, the Supervisory Board hereby presents the financial statements for the year 2004, as prepared and agreed by the Managing Board and audited by the company's joint external auditors, Ernst & Young and KPMG Accountants N.V. The auditors' report can be found in chapter 4, note 4.6 of this annual report. The financial statements were discussed and approved by the Supervisory Board at its meeting on
14 March 2005 in the presence of the external auditors and the Managing Board, and were signed by each member of the Supervisory Board and Managing Board. The Supervisory Board recommends that Euronext N.V.'s shareholders adopt the 2004 financial statements at the Annual General Meeting to be held on 1 June 2005. The Managing Board and the Supervisory Board recommend the distribution of a dividend of .0.60 per share at the same meeting. As required under the provisions of Dutch law and the articles of association, after the proposal for adoption of the financial statements has been discussed, and in connection with the annual accounts and any relevant statements, the Annual General Meeting will be asked to discharge the members of the Managing Board in respect of their management and to discharge the members of the Supervisory Board in respect of their supervisory activities in the past financial year.

2.2.2 Composition of the Supervisory Board

The Supervisory Board and the Managing Board wish to express their gratitude to Mr Blondeau, who was also chairman of the Audit Committee until May 2003, for his valuable contribution to the deliberations of the Supervisory Board and the Audit Committee, based on his extensive knowledge of international industry.
After his appointment to the Supervisory Board, Mr Houël followed an induction programme (this covered the following topics: general financial and legal matters, financial reporting by the company, specific aspects unique to the company and its business activities and responsibilities of members of the Supervisory Board).

To avoid the retirement of too many members at the same time, the Supervisory Board has adopted a rotation schedule. According to this schedule, no member will retire from the Supervisory Board at the 2005 Annual General Meeting. During 2004, no Supervisory Board member acted as a delegated Supervisory Board member, nor was any Supervisory Board member involved in Euronext's management.

2.2.3 Composition of the Managing Board

On 31 December 2004, the Managing Board consisted of four members: Mr Jean-François Théodore, CEO and Chairman of the Managing Board, Mr Joost van der Does de Willebois, CFO, Mr Hugh Freedberg and Mr Olivier Lefebvre, members of the Managing Board. In 2004, Mr George Möller and Mr João Freixa resigned from the Managing Board. Following the resignation of Mr Möller, Mr van der Does de Willebois was appointed by the Supervisory Board with effect from 1 November 2004. Shareholders were notified of this appointment at an Extraordinary Shareholders' Meeting on 25 October 2004. The Supervisory Board and Managing Board wish to express their gratitude to Mr Möller for the substantial contribution he made to the company and its predecessors, based on his extensive knowledge of Dutch and international exchange industry and financial community. As former CEO of Amsterdam Exchanges, Mr Möller was one of the founding fathers of Euronext, and it was also through his efforts and perseverance that Euronext was created. Mr Möller was a member of Euronext N.V.'s Managing Board from 22 September 2000 to 1 April 2004.

Following the resignation of Mr Freixa, the Supervisory Board intends to appoint Mr Miguel Athayde Marques as a member of the Managing Board of Euronext N.V. The shareholders will be notified of this intention at the Annual General Meeting on 1 June 2005. The Supervisory Board and Managing Board wish to express their gratitude to Mr Freixa for his significant contribution to the company and his energetic management of Euronext Lisbon. Mr Freixa was a member of Euronext's Managing Board from 23 May 2003 to 1 October 2004.

2.2.4 Supervisory Board's meetings

The Supervisory Board met seven times in 2004, and all or most members of the Supervisory Board and Managing Board attended each meeting. The Supervisory Board held a conference call meeting once. The Supervisory Board reviewed absenteeism during 2004 and concluded that all Supervisory Board members attended a satisfactory number of Supervisory Board meetings. All meetings of the Supervisory Board were prepared by the chairman of the Supervisory Board in close co-operation with the chairman of the Managing Board. In 2001 an authorization schedule was adopted. This schedule requires that certain major decisions of the Managing Board must be approved by the Supervisory Board. The schedule will be updated subject to the approval by the Annual General Meeting of the proposed amendments to Euronext's articles of association.

Important items such as financial and operational performance, business development, IT migration, post-merger integration and share price developments were on the agenda of most meetings of the Supervisory Board. Many other topics were also discussed during the course of the year, including the strategy, the business plans of the company's Strategic Business Units (SBUs) and the 2005 budget. In connection with this, one meeting was dedicated to discussing and approving Euronext's strategy. The quarterly, half-yearly and annual financial statements, as well as the press releases related to these financial statements, were reviewed at meetings where the Audit Committee advised the Supervisory Board. Increasing competition between trading platforms, and Euronext's commitment to further promoting and playing a leading role in cross-border consolidation formed another important issue what was discussed by the Supervisory Board and the Managing Board at several meetings. Euronext's corporate governance and compliance with corporate governance recommendations were discussed in various Supervisory Board meetings. Euronext's position on corporate governance and its corporate governance policy are explained in more detail in section 2.3.
As part of his duties, the chairman of the Supervisory Board is in regular contact with the chairman of the Managing Board. The Supervisory Board also met for closed sessions at which no members of the Managing Board or only the CEO were present. During these sessions, the Supervisory Board discussed the composition of the Managing Board, succession of Managing Board members and the Managing Board's remuneration policy. It also discussed the functioning and individual remuneration of the members of the Managing Board within the context of the Managing Board's remuneration policy, which had been discussed at the Annual General Meeting in 2004. In its December 2004 meeting, the Supervisory Board discussed its own functioning, the functioning of its individual members, independence and its profile, and concluded that all of its members were independent, although strictly speaking (on the basis of Dutch Corporate Governance recommendations), three members would not be considered independent. During 2004, no transactions were entered into in which there were material conflicts of interest with members of the Supervisory Board.

2.2.5 Committees of the Supervisory Board

The Supervisory Board has three committees: the Audit Committee, the IT Committee, and the combined Nomination/Remuneration/Corporate Governance Committee. The duties and procedures of these committees are laid down in separate charters, which are attached as an appendix to the Rules of Procedure of the Supervisory Board. In 2004, the Supervisory Board assessed the extent to which the Rules of Procedure of the Supervisory Board and these of Managing Board complied with corporate governance recommendations, and updated the Rules of Procedure accordingly. The most important conclusions and recommendations of each committee meeting are reported to the Supervisory Board, which receives the approved minutes of each committee meeting. The committees have only an advisory role.

2.2.5.1 Audit Committee report
In 2004, the Audit Committee consisted of three members, Mr Remi Vermeiren (chairman), Baron Jean Peterbroeck and Mr Rijnhard van Tets. All members are considered to be financial experts. The roles and responsibilities of the Audit Committee are laid down in its Audit Charter, which was adopted in 2001 and was reviewed and brought into line with new corporate governance recommendations in 2004.

The Audit Committee assists the Supervisory Board in monitoring the Managing Board's activities with regard to specific matters as described in the charter. Among other things, the Audit Committee monitors the design and operation of the internal risk management and control systems, the financial reporting process, the application of information and communication technology, tax planning, and Euronext's financial structure.

The Audit Committee makes recommendations to the Supervisory Board regarding the appointment of the external auditors, and discusses its annual audit plan, fees and independence. A breakdown of the fees charged by Euronext's external auditors is included in this report (see chapter 4, note 4.6.3). The Audit Committee is the external auditors' first point of contact in the event of the discovery of any irregularities in the company's financial reporting. The Managing Board and the Audit Committee report their dealings with the external auditors to the Supervisory Board on an annual basis, making particular reference to their independence. The Supervisory Board takes this into account when deciding its nomination for the appointment of the external auditor, which is submitted for approval to the Annual General Meeting. At least once every four years, the Supervisory Board and the Audit Committee conduct a detailed assessment of the functioning of the external auditor within the various entities and in the different capacities in which the external auditor acts. The main conclusions of this assessment are communicated to the Annual General Meeting.
The Audit Committee discusses the role, the effectiveness, the staffing and the independence of Internal Audit Services. It also assesses Internal Audit Services' annual audit plan and reports. In connection with this, the Audit Committee reviews the activities and scope of the internal audit function, in relation to the external auditors' duties. It also monitors compliance with recommendations of internal and external auditors, oversees procedures relating to Code of Conduct, and ensures that necessary action has been taken that all employees are kept up to date.
The Audit Committee met five times in 2004. All meetings were attended by the CEO, the CFO, the director of Internal Audit Services and lead partners from the company's joint external auditors, Ernst & Young and KPMG Accountants N.V. In addition, several managers were invited to discuss specific items included on the committee's agenda. The Audit Committee also held meetings with the internal and external auditors without the management being present.

During its meetings in 2004, the Audit Committee reviewed and discussed various issues, including the 2003 financial statements, the 2004 quarterly and half-yearly financial statements, and the press releases related to these statements. Other important issues that were discussed concerned the yearly information and communication technology (ICT) review, internal risk management and control, the share-buy back programme, litigation and claims, Risk Committee reports, and the external auditors' management letter containing their findings and recommendations relating to their audit of the financial statements. The committee also discussed reports and follow-up reports from Internal Audit Services, as well as Internal Audit Services' annual plans. The Audit Committee also assessed the fees and independence of the external auditors.
The Audit Committee approved a procedure to ensure that the external auditors would not be engaged to perform any work that was not related to the financial audit unless the Audit Committee, authorized for that purpose by the Supervisory Board, gave express permission for such work. A separate authorization level has been allocated to the CEO, who can authorize engagements worth no more than e50,000 each up to a limit of e250,000 a year without the Audit Committee being involved. In its December meeting, the Audit Committee considered that co-operation with the external auditors in 2004 had been satisfactory and constructive. In early 2005, the Audit Committee advised the Supervisory Board to propose to the Annual General Meeting in 2005 that KPMG Accountants N.V. and Ernst & Young be re-appointed as the external auditors to audit the 2005 financial statements.

The installation of a Risk Committee in 2004 further strengthened Euronext's risk management and internal control system. The Risk Committee consists of all members of the Managing Board and other key executives. The approved minutes of the Risk Committee are sent to the Audit Committee for information. The work and the composition of the Risk Committee are described in more detail in section 2.5. The Audit Committee reviewed its own performance at its December meeting.

2.2.5.2 IT Committee report
The Supervisory Board established an IT Committee because IT is an essential part of Euronext's business activities. The IT Committee consists of three members, Mr George Cox (chairman), Mr Jan-Michiel Hessels and Baron Jean Peterbroeck. The IT Committee advises the Supervisory Board on governing and overseeing IT-related matters at Euronext, and supports the Managing Board in setting priorities for IT issues. In 2004, the IT Committee met three times. The subjects discussed at the meetings included the co-operation and potential synergies between Euronext's IT providers (AtosEuronext and Euronext.liffe Market Solutions), the migration of Amsterdam derivatives trading to LIFFE CONNECT® in November 2004, the 2005 IT budget, and the causes of and solutions for IT incidents. In 2004, Mr Jean-François Théodore (CEO), Mr Hugh Freedberg (member of the Managing Board responsible for IT), and Euronext's senior IT officers attended all meetings of the IT Committee.

2.2.5.3 Nomination/Remuneration/Corporate Governance Committee report
In 2004, the work of the combined Nomination/ Remuneration Committee was extended to include corporate governance matters. Since 1 January 2004, the combined committee has consisted of five members,Mr Jan-Michiel Hessels (chairman), Mr George Cox,Mr André Dirckx, Mr Dominique Hoenn and Mr Ricardo Salgado. The chairman of the Supervisory Board is also the chairman of the Nomination/Remuneration/Corporate Governance Committee. Euronext opted for this structure for reasons of efficiency, and to ensure consistency and cohesion between the activities of the combined committee. The duties of the committees are laid down in separate appendices to the Rules of Procedure of the Supervisory Board. No member of this committee is an executive director of another Dutch listed company. The Nomination/Remuneration/Corporate Governance Committee met five times in 2004.

The Remuneration Committee advises the Supervisory Board on the Managing Board's remuneration policy and on the remuneration of individual Managing Board members. The Managing Board's remuneration is in line with the remuneration policy that was discussed at the Annual General Meeting in 2004, which defines the performance criteria that Managing Board members must meet in order to receive variable remuneration. The Remuneration Committee drafts an annual remuneration report for adoption by the Supervisory Board. Issues that were discussed by the committee in 2004 were the remuneration policy, the performance and remuneration of the individual members of the Managing Board, and the determination of fixed and variable elements of the remuneration of existing Managing Board members and new Managing Board members in 2004 and 2005, as well as Supervisory Board remuneration.

In 2004, the Nomination Committee discussed the Supervisory Board profile and the selection criteria, nomination procedures, size, composition and functioning of both the Managing Board and the Supervisory Board (including its committees) and their individual members as well as nominations to the boards. The committee advises the Supervisory Board on these matters. It prepares the selection and nomination of Supervisory Board and Managing Board members and submits this information to the Supervisory Board for approval.

The Managing Board is responsible for the company's policy on selection criteria, appointment procedures and remuneration for senior management. It will discuss these aspects with the combined committee in mid-2005.
In 2004, the committee advised the Supervisory Board on the appointments of Mr van der Does de Willebois and Mr Athayde Marques as members of the Managing Board and also evaluated the main terms of the Managing Board members' employment or service contracts.

Mr Théodore, Mr Freedberg and Mr Lefebvre have an employment contract or service contract with the subsidiary of the company by which they were originally employed. With the exception of Mr van der Does de Willebois' employment contract, all contracts pre-date the Euronext merger (or, in the case of Mr Freedberg, Euronext's acquisition of LIFFE) and are still in force. The employment contracts of all members of the Managing Board were reviewed by the Remuneration Committee in 2004. On the recommendation of the committee, the Supervisory Board decided not to change the contracts of the members of the Managing Board employed before 1 January 2004. As already decided by Supervisory Board in 2003, the Supervisory Board renewed the appointment of Mr Jean-François Théodore as Euronext's CEO and Chairman of the Managing Board until the adoption of Euronext's 2006 financial statements by the Annual General Meeting in 2007.

New Managing Board members joining Euronext after 1 January 2004 will, in principle, depending on local legislation and regulations, be appointed as members of the Managing Board for renewable periods of no longer than four years. In connection with this, Mr van der Does de Willebois has been appointed from 1 November 2004 to 1 November 2008. He may be re-appointed for consecutive periods of up to four years. The main elements of Mr van der Does de Willebois' employment contract were published for the Extraordinary Shareholders' Meeting that took place on 25 October 2004, when the shareholders were notified about the Supervisory Board's intention to appoint Mr van der Does de Willebois as a member of the Managing Board. The Supervisory Board intends to appoint Mr Miguel Athayde Marques as a member of the Managing Board. Euronext's shareholders will be notified of the intended appointment at the Annual General Meeting on 1 June 2005. The main terms of Mr Marques' employment contract with Euronext Lisbon were published on Euronext's website in February 2005.
The terms of appointment for the members of the Managing Board are as follows:

- Jean-François Théodore: until Annual General Meeting 2007;

- Joost van der Does de Willebois: from 1 November 2004 to 1 November 2008;

- Hugh Freedberg: indefinite;

- Olivier Lefebvre: indefinite;

- Miguel Athayde Marques (1): until 31 december 2007.

(1) The 2005 Annual General Meeting will be notified of the Supervisory Board's intention to appoint Mr Athayde Marques to the Managing Board.

The main task of the Corporate Governance Committee is to review Euronext's corporate governance policy at least once a year and to advise the Supervisory Board on changes, if necessary. The committee will also review Euronext's corporate governance policy, ensuring it is as transparent as possible for its international stakeholders. In 2004 the committee discussed in detail Euronext's corporate governance policy and the implementation of the Dutch Corporate Governance Code and the main principles of other internationally accepted corporate governance recommendations. The committee also reviewed the proposed amendments to Euronext's articles of association, the Rules of Procedure of the Supervisory Board and the Managing Board, and the appendices to these rules.

2.2.6 Remuneration report
2.2.6.1 General remuneration policy
In 2003, the Supervisory Board, on the recommendation of the Remuneration Committee, adopted a remuneration policy framework for the members of the Managing Board for 2004 onwards. The policy was included in Euronext's 2003 annual report, which is published on the company's website and was discussed with the Annual General Meeting in 2004. In 2004 the Remuneration Committee reviewed and updated the remuneration policy, which will be submitted to the Annual General Meeting for approval in 2005. The key objective of Euronext's remuneration policy for Managing Board members is to attract and retain high quality executives and motivate them to perform to the best of their abilities in the interests of the company and its stakeholders, thereby maximizing shareholder value.

Base pay
The remuneration policy targets base pay for Managing Board members on a comparison with a peer group of European financial services companies, including exchanges. The base pay for Managing Board members is reviewed annually by the Remuneration Committee to ensure that it remains competitive in comparison with the external market, taking into account individual responsibilities and local labour market conditions.

In addition to annual variable remuneration, the Supervisory Board decided to award an additional variable incentive of 25% of base pay to each member of the Managing Board, provided the Group achieves growth of its earnings per share. For 2004, the target has been set at the rate of inflation plus 4%. Each year, the individual on-target goals are communicated to the relevant Managing Board members in writing.
In addition, the Supervisory Board, on the recommendation of the Remuneration Committee, considers the overall financial results of the past financial year and the progress made by Managing Board members in meeting individual and strategic objectives, before making any decisions on variable remuneration.

Equity incentives
Any proposals regarding the granting of options or shares to Managing Board members are submitted to the Annual General Meeting for approval. Option plans and share plans grant options or shares to selected employees of Euronext with a view to promoting the long-term success of the Group and encouraging its employees to focus on its long-range goals by allowing them to acquire a stake in Euronext.

Options granted to Managing Board members are a conditional remuneration component and become unconditional only if the Managing Board members have fulfilled predetermined performance criteria no less than three years after the grant date. If shares are granted, the number will depend on the achievement of clearly quantifiable and challenging targets specified beforehand. The annual financial statements contain a summary of the existing option and share plans in accordance with article 383 of Book 2 of the Dutch Civil Code (see detailed information on the following pages concerning the Managing Board's remuneration for an explanation of Euronext's 2004 option plan and performance criteria).

Notice periods
Members of the Managing Board are employed by or have a service contract with one of Euronext's subsidiaries. Notice periods for Managing Board members are based on local customs and legislation, are individually agreed, and will be disclosed in the annual report.

Severance payments
Any severance payments contractually agreed with Managing Board members appointed after 1 January 2004 must comply with the Dutch Corporate Governance recommendations and be disclosed in the annual report.

Loans and guarantees
The company may not grant its Managing Board members any personal loans, guarantees or the like unless this occurs in the normal course of business as applicable to Euronext's workforce as a whole, and unless approval has been granted by the Supervisory Board. The company does not forgive any loans that have been granted.

2.2.6.2 Detailed information on the Managing Board's remuneration
Mr van der Does de Willebois was appointed as a Managing Board member on 1 November 2004. The remuneration he receives for 2004 is paid on a pro-rata basis.
The Supervisory Board has announced its intention to appoint Mr Athayde Marques as a member of the Managing Board once it has notified the Annual General Meeting of its intention. Information on Mr Athayde Marques's remuneration has been included in this report for reasons of transparency, but it should be noted that Mr Athayde Marques had not been appointed as a member of the Managing Board at the time of the publication of this report.

Base pay
Based on a comparative benchmark and in line with the agreed remuneration policy, the Supervisory Board, on the recommendation of the Remuneration Committee, decided to raise the salaries of Mr Théodore, Mr Freedberg, Mr Freixa and Mr Lefebvre for 2004.

(1) Pension rights will remain based on the 2003 salaries.
(2) Mr van der Does de Willebois joined Euronext on 1 November 2004.
(3) Mr Freedberg is paid in sterling. 2004 exchange rate £1= €1.42.
(2003: £1= €1.42).
(4) Mr Freixa left the company on 30 September 2004.
(5) Mr Möller left the company on 31 March 2004.
For further information: see chapter 4, note 4.3.10.

2.2.6.3 Annual performance incentive (bonus)
In 2004, the Remuneration Committee considered the overall remuneration package of each member of the Managing Board to ensure that variable performance incentives closely link reward to the performance objectives of the Group. New bonus arrangements were implemented for the members of the Managing Board in 2003. For 2004 and 2005 this scheme was further modified within the context of the agreed remuneration policy for the Managing Board.
The 2004 bonuses for the members of the Managing Board have been determined by the Supervisory Board, on the recommendation of the Remuneration Committee, on the basis of preset performance criteria.

The table below explains the arrangements for 2003, 2004 and 2005.

(1) Mr Freedberg is paid in sterling. 2004 exchange rate £1 = €1.42 (2003: £1 = €1.42).
Performance criteria are not based on a comparison with external factors.

The table below explains the arrangements for 2003, 2004 and 2005.

Performance criteria are not based on a comparison with external factors.

Breakdown of fixed and variable components of individual Managing Board members' remuneration

Long term incentives (options)
The Annual General Meeting approved Euronext's 2004 option plan for Managing Board members and Euronext's key executives in 2004. As a result Mr Hugh Freedberg received 50,000 options and Mr Olivier Lefebvre 20,000 options.
Due to Mr Freixa's resignation no options were granted to him. After his appointment on 1 November 2004, Mr Joost van der Does de Willebois received 40,000 options. Mr Jean-François Théodore did not receive any options in 2004.

Options granted under the 2004 option plan cannot be exercised unless the growth of the company's earnings per share (EPS) exceeds an inflation index by a minimum of four percent on average per annum. The inflation index is defined as the average of the consumer prices indices published by INSEE (France), Centraal Bureau voor de Statistiek (the Netherlands) and the Office of National Statistics (UK).

The options may be exercised 36 months after the grant date if the performance conditions have been met. The Managing Board members and key executives received the options under the same conditions. The options expire seven years after the grant date. The exercise price has been determined as the average price during ten business days before and ten business days after the day of the announcement of the 2004 half-yearly results. For the options granted to Mr van der Does de Willebois, who joined the company on 1 November 2004, and some other new key staff, the exercise price has been determined as the average price during ten business days before and ten business days after the day of the announcement of the 2004 third quarter results.
Details of interests of members of the Managing Board in stock options schemes and shares held by Managing Board members can be found in the notes to the financial statements (see chapter 4, note 4.3.10).

Pensions
The Remuneration Committee advised the Supervisory Board in 2002 that due to fundamental differences between the national pension systems and pension schemes in the Euronext countries, harmonization of the pension schemes of the members of the Managing Board was not appropriate. All members of the Managing Board therefore continued to participate in their local pension arrangements. The current pension schemes and the related financing costs are described in the notes to the financial statements (see chapter 4, note 4.3.10). No arrangements have been made regarding the early retirement of Managing Board members.

Notice period
The following notice periods apply:
- Mr Théodore: no notice period;
- Mr van der Does de Willebois: notice period of six months for Euronext Amsterdam and three months for Mr van der Does de Willebois;
- Mr Freedberg: notice period of twelve months for Euronext.liffe and for Mr Freedberg;
- Mr Lefebvre: notice period of six months for Euronext Brussels and for Mr Lefebvre;
- Mr Athayde Marques: notice period of nine months for Euronext Lisbon and six months for Mr Athayde Marques to 31 December 2005, then six months for Euronext Lisbon and six months for Mr Athayde Marques from 1 January 2006 to 31 December 2007.

If Mr van der Does de Willebois is dismissed during the term of his contract, the maximum severance pay shall be equal to one year's fixed remuneration. If, given the circumstances, this severance pay is considered to be unreasonable, the severance pay may be increased to two years' fixed remuneration. In the event of failing performance, as referred to in the Dutch Corporate Governance Code, no severance pay will be awarded.

Outlook for 2005
The base pay for Mr Théodore, Mr Freedberg and
Mr Lefebvre will increase by 5% on average. The base
pay for Mr van der Does de Willebois will remain unchanged. The on-target incentives for Mr Théodore, Mr van der Does de Willebois and Mr Lefebvre have been adjusted from 50% to 75% of base pay. The on-target incentive for Mr Freedberg will remain unchanged.

2.2.7 Remuneration of the Supervisory Board

Supervisory Board members receive only a fixed remuneration, which is not related to Euronext's results. The remuneration of the Supervisory Board was determined by the Annual General Meeting in 2001 and has not changed since. It has been set at €35,000 per year for the chairman, €30,000 for the vice-chairman, and €25,000 for the other members. Members of the committees of the Supervisory Board receive additional remuneration, which was changed by a decision of the Annual General Meeting in 2004. The following additional remuneration came into force on 1 January 2004:
- Audit Committee members: €7,500 per year;
- IT Committee members: €3,000 per year;
- Nomination/Remuneration/Corporate Governance Committee members: €5,000 per year.

The Remuneration Committee reviewed the current Supervisory Board remuneration scheme against a benchmark and on the basis of the workload of the Supervisory Board and its committees. The committee came to the conclusion that the current remuneration is no longer in line with that of comparable international companies and that the workload and responsabilities of the Supervisory Board and its committees have increased considerably since the creation and listing of Euronext. At the recommendation of the Remuneration Committee, the Supervisory Board has decided to submit a proposal to the 2005 Annual General Meeting to increase the remuneration for the Supervisory Board and its committees as of 1 January 2005.

The following increase will be proposed:

(1) Combined Remuneration/Nomination/Corporate Governance Committee.

Supervisory Board members do not participate in the company's option plans or other incentive plans, nor have they been granted any loans by the company. Costs and expenses related to Supervisory Board membership may be reimbursed.

2.2.8 Relationship with works councils

As part of his duties, the chairman of the Supervisory Board co-ordinates the contacts between the Supervisory Board and the works councils. In connection with this, one of the Supervisory Board members (Mr van den Hoek) attended the meeting of one of the works councils in 2004, at which the general affairs of the company and the annual accounts were discussed.

2.2.9 Indemnity and liability insurance

A proposal will be submitted to the 2005 Annual General Meeting that an indemnity provision be included in Euronext's articles of association for the benefit of former and current members of the Supervisory Board and Managing Board. All members of the Supervisory Board are included in Euronext's D&O liability insurance.

2.2.10 Expressions of appreciation

Looking back on 2004, the Supervisory Board has concluded that Euronext performed well in a difficult and competitive environment. The Supervisory Board would like to express its thanks to the members of the Managing Board, the general management and the entire staff of Euronext at all locations for their contributions during the past year and for the continuing achievementds that have enabled Euronext to become one of the world's leading international exchanges.

Amsterdam, 14 March 2005

Jan-Michiel Hessels, chairman
Dominique Hoenn, vice-chairman
George Cox
André Dirckx
Paul van den Hoek
Patrick Houël
René de La Serre
Baron Jean Peterbroeck
Ricardo Salgado
Rijnhard van Tets
Remi Vermeiren
Sir Brian Williamson