Directive to Euronext Amsterdam for breach of open access rules

Stichting Autoriteit Financiële Markten Chamber of Commerce Amsterdam, no. 41207759 Reference of this letter: … Visit address Vijzelgracht 50 P.O. Box 11723 • 1001 GS Amsterdam Telephone … • www.afm.nl Public version Euronext Amsterdam N.V. Attn. the Board of Directors Beursplein 5 1012JW AMSTERDAM Date 12 November 2025 Our reference … Page 1 of 10 Telephone … E-mail … Subject: Direction following [A complaints] regarding open access

Dear [name],

The Dutch Authority for the Financial Markets (AFM)¹² hereby issues a direction to Euronext Amsterdam N.V., in its capacity as market operator of Euronext Amsterdam NV Regulated Markets (XAMS and XAMC) (Euronext Amsterdam), pursuant to Article 1:75, first paragraph, read in conjunction with Article 1:3a, first paragraph, of the Financial Supervision Act (Wft).³ This decision is based on the AFM’s assessment that Euronext Amsterdam, through the so-called three Euronext conditions, violates Article 53, first paragraph, of Regulation (EU) No 909/2014 on central securities depositories (CSDR).⁴

Any interested party may lodge an objection with the AFM within six weeks of the date of this letter. Further information on this can be found in paragraph 8 of this letter.

This decision is structured as follows. Paragraph 1 of this letter contains information on the investigation conducted by the AFM at Euronext Amsterdam. Paragraph 2 contains the legal framework, and paragraph 3 presents the facts and findings on which the AFM bases its assessment. Paragraph 4 contains the AFM’s assessment. The balancing of interests is included in paragraph 5. Paragraph 6 contains the decision, and paragraph 7 provides information on the publication of the direction. Finally, paragraph 8 explains how Euronext Amsterdam may lodge an objection against the decision.

1 Subject to Dutch administrative law, this decision is in Dutch. A courtesy translation of this letter is provided in Annex 1. 2 In this letter, 'the AFM' refers to both the AFM itself and its supervisors. 3 See wetten.overheid.nl for the relevant articles. 4 The relevant legal provisions mentioned in this letter can be consulted via EUR-Lex - 02014R0909-20250117 - EN - EUR-Lex. The legal framework is discussed further in paragraph 2 below.

Date 12 November 2025 Our reference … Page 2 of 10

1 Investigation 1.1 Company Information Euronext Amsterdam is registered in the trade register of the Chamber of Commerce (KvK) under number 34138585 and is statutorily domiciled in Amsterdam. Euronext Amsterdam is engaged in establishing, developing, maintaining and operating one or more trading platforms or other facilities for the trading of securities and derivatives, as well as the settlement of transactions and the custody of securities and derivatives. Euronext Amsterdam holds a license under license number 29000003 pursuant to Article 5:26 of the Wft for the operation of a regulated market.

1.2 Process The AFM conducted an investigation from 1 August 2025 to 28 October 2025 to determine whether Euronext Amsterdam intends to deny access to its transaction feeds to [number] central securities depositories (CSDs) of [A]. The reason for this was the submission of [number] complaints by [A] pursuant to Article 53, third paragraph, of the CSDR (the Complaints). On 1 August 2025, [A] submitted the Complaints to the AFM. The Complaints concern Euronext Amsterdam’s intention to deny [A] existing access to Euronext Amsterdam’s transaction feeds, more specifically due to three conditions that Euronext Amsterdam wishes to introduce for alternative CSDs from September 2026 (Euronext Conditions).⁵

On 25 August 2025, the AFM sent a letter [reference] to Euronext Amsterdam stating that it had received [A]’s Complaints on 1 August 2025. In this letter, the AFM requested Euronext Amsterdam to provide the following information: a) confirmation that the Euronext Conditions as mentioned by [A] will no longer be amended; b) a 'comprehensive risk assessment' as referred to in Article 53(3) CSDR; c) an extensive legal analysis addressing the relationship between the Euronext Conditions and compliance with Art. 53 CSDR, Art. 90 CSDR RTS, and the 'ESMA Guidelines on CSD access to trading feeds of CCPs and TVs'; and d) an explanation of how the Euronext Conditions affect [A]’s ability to obtain access to Euronext Amsterdam’s transaction feeds. On 8 September 2025, Euronext Amsterdam provided its response to the AFM’s information request. 5 The Euronext Conditions are discussed further in paragraphs 3-4 of this decision.

Date 12 November 2025 Our reference … Page 3 of 10

Based on the information received above, the AFM made an assessment that resulted in this decision. 2 Legal Framework CSDs contribute significantly to maintaining transaction processing infrastructure that makes financial markets safer and gives market participants confidence that securities transactions are executed properly and promptly, even during periods of extreme stress.⁶ CSDs must have access to the transaction feed of a trading platform. Such access may only be refused if the smooth and orderly functioning of financial markets is jeopardized or if a systemic risk arises, and it may not be refused on the grounds of loss of market share.⁷ Access arrangements between trading platforms and CSDs are necessary to establish a competitive internal market for transaction processing services.⁸ Against this background, Article 53 of the CSDR grants CSDs the right to request access to the transaction feeds of trading platforms. A trading platform may refuse access only if such access would threaten the smooth and orderly functioning of financial markets or lead to a systemic risk.⁹ A party refusing access must, pursuant to Article 53, third paragraph, of the CSDR, inform the requesting party in writing of all reasons for the refusal based on an in-depth risk assessment.¹⁰ In case of a refusal, the requesting party has the right to lodge a complaint with the competent authority of the party that refused access. This complaint procedure also applies when a trading platform intends to withdraw access from a CSD to which it already provides its services.¹¹ It should be noted that, in the context of this procedure, a CSD is considered the requesting party pursuant to Article 88 of Delegated Regulation (EU) 2017/392 if it requests access to the transaction feeds of a trading platform in accordance with Article 53, first paragraph, of the CSDR.¹²

Date 12 November 2025 Our reference … Page 4 of 10

3 Facts and Findings 3.1 The Euronext Conditions The information received indicates that Euronext Amsterdam intends to introduce three conditions that CSDs must meet before members and participants of Euronext Amsterdam can choose to designate these CSDs as alternative CSDs for transaction processing. It has emerged that members and participants of Euronext Amsterdam must have chosen an alternative CSD by 1 December 2025 at the latest. This would mean that, in order to be chosen as an alternative CSD, CSDs must meet the three Euronext Conditions before 1 December 2025. The Euronext Conditions are as follows: I) One alternative CSD per market/asset class;¹³ II) Alternative CSDs must be connected to TARGET2-Securities (T2S);¹⁴ III) Alternative CSDs must be able to act as an investor CSD for Euronext Securities Milan (ESM) and must be able to provide additional services.¹⁵ In its Rule Book, Euronext Amsterdam acknowledges that transaction settlement is processed via CSDs designated by Euronext.¹⁶ In practice [………]. In response to the AFM’s questions regarding these conditions and the intention to stop [A]’s access to the transaction feed, Euronext Amsterdam briefly stated that [A] does not receive transaction feeds from Euronext, as these feeds are processed via a central counterparty, after which CSDs only receive settlement instructions. Consequently, in Euronext Amsterdam’s view, the complaint procedure would not apply. Furthermore, Euronext Amsterdam stated in its response that it may limit the open access regime as laid down in Article 53 CSDR pursuant to Article 5:32m of the Wft. In light of the above, Euronext Amsterdam stated that it has not prepared an in-depth risk assessment to justify its intention to stop [A]’s access.

Date 12 November 2025 Our reference … Page 5 of 10

4 AFM Assessment The facts and findings show that, by introducing the Euronext Conditions in combination with the relatively short timelines within which members and participants of Euronext Amsterdam must choose an alternative CSD, Euronext Amsterdam intends to deny access to its transaction feeds to [A]. The complaint by [A] is therefore admissible. The AFM is of the opinion that no circumstances exist that would make [A]’s access to Euronext Amsterdam’s transaction feeds without meeting the Euronext Conditions a threat to the smooth and orderly functioning of financial markets or lead to a systemic risk. Since Euronext Amsterdam does not provide access to its transaction feed on a non-discriminatory and transparent basis, the AFM is of the opinion that Euronext Amsterdam violates Article 53, first paragraph, of the CSDR. The AFM elaborates on its assessment below. The Euronext Conditions hinder non-discriminatory access Euronext Amsterdam has not sufficiently substantiated why its first condition, that members and participants may only designate one alternative CSD per Euronext market (divided by MIC code) and per asset class, is necessary for the smooth and orderly functioning of financial markets or would lead to a systemic risk. Euronext Amsterdam only states that this condition is necessary from an operational perspective, specifically to prevent the need for multiple CSDs for Euronext Amsterdam itself, for example [name] for domestic securities and [name] and [name] for foreign securities. In the AFM’s view, however, Article 53 of the CSDR does not in any way mandate full market coverage by a CSD. On the contrary, the CSDR explicitly allows flexibility for CSDs to determine for which types of instruments and on which markets they wish to provide their services. Given the systemic relevance of CSDs, competition between them should be promoted to give market participants the opportunity to choose a provider and to limit dependence on a single infrastructure supplier.¹⁷ The first Euronext Condition, on the other hand, is an 'all or nothing' solution that forces alternative CSDs to provide settlement services for all products in a specific asset class per Euronext market. Regardless of the fact that the open access regime under Article 53, first paragraph, of the CSDR is thereby restricted, the AFM has not been shown why this condition is necessary for the smooth and orderly functioning of financial markets or that its absence would lead to a systemic risk. The same applies, in the AFM’s view, to the second Euronext Condition, which obliges alternative CSDs to be connected to T2S for the cross-border settlement of transactions. Although the AFM acknowledges the benefits of T2S described by Euronext, it does not follow from this that the absence of such a connection would threaten the smooth and orderly functioning of financial markets or lead to a systemic risk. This obligation also lacks a legal basis in the CSDR or any other European legislation. The AFM is of the opinion that connection to T2S is a right of a CSD, not an obligation. In practice, this condition results in a more limited choice for alternative CSDs and increases dependence on a smaller number of CSDs. This does not align with the aforementioned objective of the CSDR to promote competition and limit dependence on a single infrastructure supplier.¹⁸ In the AFM’s view, it has therefore not been demonstrated that the absence of a T2S connection would threaten the smooth and orderly functioning of financial markets or lead to a systemic risk.

Date 12 November 2025 Our reference … Page 6 of 10

Regarding the third Euronext Condition, the AFM is also of the opinion that it restricts non-discriminatory access without demonstrating that this condition is necessary for the smooth and orderly functioning of financial markets or that non-compliance would lead to a systemic risk. The obligation for an alternative CSD to establish a link with ESM as an Issuer CSD in order to act as an Investor CSD for ESM, and the obligation to be able to provide additional services, is considered necessary by Euronext Amsterdam to ensure that the freedom of choice in Issuer CSDs remains guaranteed. With Euronext Amsterdam, the AFM agrees that the CSDR aims to guarantee choice in (Issuer) CSDs.¹⁹ However, contrary to what Euronext Amsterdam seems to imply, establishing a link between CSDs is a right, not an obligation as Euronext Amsterdam currently prescribes. Moreover, it can be argued that this condition is rather discriminatory in nature, as it exclusively mandates a link with ESM and not with other Issuer CSDs. The above leads the AFM to conclude that the third Euronext Condition also restricts access without demonstrating that non-compliance would threaten the smooth and orderly functioning of financial markets or lead to a systemic risk. The AFM is therefore of the opinion that the Euronext Conditions, both individually and in conjunction, hinder non-discriminatory access to Euronext Amsterdam’s transaction feeds, without demonstrating why non-compliance with these conditions would threaten the smooth and orderly functioning of financial markets or lead to a systemic risk. There is no room for a different assessment – partly due to the absence of an in-depth risk assessment²⁰ from Euronext Amsterdam. [A] receives transaction feeds within the meaning of Article 53 CSDR The AFM does not share Euronext Amsterdam’s position that [A] does not receive transaction feeds within the meaning of Article 53 CSDR. As explained earlier in this letter, [A] must, in the context of open access and pursuant to Article 88 of Delegated Regulation (EU) 2017/392, be considered the 'requesting party' for transaction feeds if it requests access in accordance with Article 53, first paragraph, of the CSDR. The fact that [A] […], does not mean that [A] does not receive transaction feeds. The fact that Euronext argues that [A] only receives settlement instructions does not change this. The purpose of the open access regime is precisely that access arrangements, as referred to in Article 53 CSDR, between trading platforms and CSDs are necessary to establish a competitive internal market for transaction processing services.²¹

Euronext cannot restrict the open access regime pursuant to Article 5:32m Wft

Date 12 November 2025 Our reference … Page 7 of 10

Euronext Amsterdam’s assertion that Article 5:32m of the Wft provides Euronext Amsterdam with the possibility to impose the Euronext Conditions also does not – regardless of what else may be said – mean that there is no violation of Article 53, first paragraph, of the CSDR. The AFM explains this as follows. Article 5:32m Wft stipulates that a market operator shall not prohibit the use of systems for the settlement of transactions, unless:

• The connections and facilities between the system chosen by the relevant members or participants and other systems or facilities cannot guarantee efficient and economic settlement; or
• The technical conditions for the settlement of transactions carried out on that market via the designated system do not, in the AFM’s opinion, allow for the good and orderly functioning of financial markets. Article 5:32m Wft is a national implementation of Article 37, second paragraph, introductory wording and point (a), of Directive 2024/65/EU (MiFID II). Article 37, second paragraph, introductory wording and point (a), of MiFID II is the successor to Article 34, second paragraph, of Directive 2004/39/EC (MiFID I). In its explanation of Article 34 of MiFID I, the European Commission provided the following clarification: “to clarify the rights of the investment firm and regulated market populations in terms of access to/choice of clearing and settlement facilities located in other Member States (…). These rights are not absolute: demonstrable prudential concerns on part of the supervisor, or commercial interests of clearing and settlement providers may prevail over the access demands of investment firms or market operators.”²² In the AFM’s view, this clarification from the European Commission shows that the use of settlement systems may be restricted by the competent supervisor or the commercial considerations of clearing and settlement providers. Neither the legislative text nor the European Commission’s clarification explicitly refers to the market operator as a party that may impose conditions restricting the use of systems for transaction settlement. Moreover, Euronext Amsterdam failed to substantiate why, if it were indeed permitted to restrict the use thereof, efficient and economic settlement of transactions could not be guaranteed in a situation without the Euronext Conditions. For the avoidance of doubt, the AFM notes that the Euronext Conditions not only impact alternative CSDs and members or participants of Euronext Amsterdam, but also impact the right of issuers to choose a CSD where they have their securities registered.²³ The AFM believes that the Euronext Conditions restrict this right of issuers, as additional conditions are imposed on a CSD beyond merely holding a license.

Date 12 November 2025 Our reference … Page 8 of 10

5 Balancing of Interests In deciding on the measure, the AFM takes into account all potentially relevant interests that may be affected by the decision and are currently known to the AFM. These interests concern, on the one hand, Euronext Amsterdam’s interest in not receiving a direction. The AFM is aware of the impact a direction may have on Euronext Amsterdam and has taken into account the consequence that Euronext Amsterdam will have to revise the conditions for alternative CSDs. On the other hand, the AFM attaches great importance to the interests that the open access rules aim to protect. The provisions in question are specifically designed to achieve a more integrated market for CSD services. Given the systemic relevance of CSDs, competition between CSDs must be promoted. In this way, market participants are given the opportunity to choose a settlement service provider and to limit dependence on a single infrastructure supplier. As discussed above, the Euronext Conditions contradict the interests served by the open access regime under the CSDR. In the AFM’s view, the interests served by the open access regime prevail over Euronext Amsterdam’s interest in not being subject to a measure. Appropriateness of the measure In selecting an appropriate measure, the AFM weighs, alongside the aforementioned