ALTAMIR_REGISTRATION_DOCUMENT_2017

2

CORPORATE GOVERNANCE – REPORT OF THE SUPERVISORY BOARD

Remuneration and benefits of managers and corporate officers

REPURCHASE OF CLASS B SHARES

To permanently switch to the France VII configuration which is now required for all future distributions, a similar repurchase transaction of 991 Class B shares at €10 par valuewas carried out on 28 December 2015, bringing the total number of outstanding Class B shares to 6,418. Following these share repurchases, all Apax partners held the same proportion of carried interest on co-investments made by Altamir and theApax FranceVII fund as they held on investments made by the Apax France VII fund. This rebalancing is in the best interest of Altamir’s shareholders to the extent that it allows the alignment of the economic interests of theApax partnerswhomanageAltamir’s co-investment portfolio with the objective of creating value. Since the Company did not intend to retain these Class B shares in the short term, shareholderswere asked at theGeneral Meeting of 15 April 2016 to approve the cancellation of the shares and the corresponding reduction of share capital, whichwould have been reduced from €219,259,626 to €219,137,986. This resolution was not adopted, and the Class B shares were retained. When all investments made alongside the Apax France VII fund have been divested, probably by the endof 2019, a newallocation of Class B shares will be divided among the investment team. The Class B shares held by Altamir will then be resold to various beneficiaries. The reduction in the number of Class B shares in no way changes the share of earnings paid to holders of ordinary shares.

Class B shares entitle their holders to carried interest, which is a profit sharing intended to align the interests of shareholders and the investment team (80/20 division of adjusted statutory net income). Theallocationof this carried interest among thevarious individuals entitled to it will fluctuate over time (due to departures, new arrivals or changes in each Class B shareholder’s contribution). A new allocation is determined for each new private equity fund. For example, the Apax France VII fund has a different allocation than the France VI fund, and these two allocations can co-exist since the funds are two separate entities. In Altamir’s case, investments made alongside Apax France VI and Apax France VII are held in the same legal entity. When the carried interest allocationwas determined for theApax FranceVI andApaxFranceVII funds, theManagement Company committed to allocating the carried interest paid by Altamir on the same bases as those used for the France VI and France VII funds. In practice, the method established to carry out this commitment was to use the carried interest configuration for France VI until the rights under France VI are satisfied, and then to switch to the France VII configuration. Altamir’s plan for adhering to theseproportionswas to repurchase at par (€10 per share), in May 2015 and before payment of dividends, 11,173 of the existing 18,582 Class B shares in various proportions fromeach of the Class B shareholders so as to obtain the aforementioned outcome.

2.2.4 SUMMARY OF FEES AND DIVIDENDS PAID TO THE MANAGEMENT COMPANY, THE GENERAL PARTNER AND CLASS B SHAREHOLDERS

2013

2014

2015

2016

2017

(in euros)

Management fees (excl. tax) (Altamir Gérance) Dividend – General Partner (Altamir Gérance)

362,071

372,646

353,206 1,110,489

77,942 580,175

126,892

1,005,501 9,049,505

793,111

1,526,869 13,741,821

Dividend – Class B shareholders

7,137,999

9,994,402

5,221,576

Of which: „ Maurice Tchenio ( via Altamir Gérance)

2,242,653

1,768,942

1,392,121

581,684

1,503,913

100 REGISTRATION DOCUMENT

• ALTAMIR 2017

www.altamir.fr