ALTAMIR_REGISTRATION_DOCUMENT_2017

INFORMATION ABOUT THE COMPANY AND ITS CAPITAL Articles of Association

Adjusted net income, β , is calculated as follows: β = [NI - (1- τ ) FI] - α - γ Where:

Dividends are paid at the times and places designated by the Management Company and no later than nine months from the balance sheet date, unless this deadline is extended by court order. On the recommendation of the Supervisory Board, the shareholders may grant each shareholder, whether a holder of ordinary shares or Class B shares, the option to receive payment of all or a part of the dividend or interim dividend in cash or in ordinary shares, under the conditions stipulated by law.

„ NI is equal to thenet incomeof the financial year, as approvedby shareholders at their Ordinary AGM, less net unrealised capital gains generated through internal restructuring transactions ( e.g . mergers, partial asset contributions, spin-offs) concerning the Company itself or companies in which the Company holds an ownership interest; „ τ T is equal to the corporate tax rate (including any tax surcharges) effectively applied to FI, as defined below; „ FI is equal to net financial income generated by short-term money-market investments and capital gains on marketable securities, less interest expense on the Company’s borrowings. If FI is negative for a given year, it is not taken into account for that year and its amount is carried forward to FI of subsequent years; „ α is equal to the sum of adjusted net losses of previous years that have not already been applied to an adjusted net income; „ γ is equal to the portion of net income for the year deriving from the Company’s investments in an Apax France fund and any entity payingmanagement fees to anApax assetmanagement entity. When the internal rate of return (IRR) on the full sale of an investment acquired by the Company after 19 December 2013 as a co-investmentwithone ormoreApax funds (a “co-investment”) is less than 8% (after taking into account the rights of the general partner and Class B shareholders) and if this sale has a positive impact on adjusted net income for the year, the dividend defined in Article 25.2 above is due to the general partner and Class B shareholders only to the extent that the overall IRR realised on all co-investments sold exceeds 8%. If it does not, the dividend defined inArticle 25.2 above is not due with respect to the year of the sale andpayment of it is postponed until such time as the overall IRR realised on all co-investments sold is greater than 8%. The balance of the distributable profit is payable to shareholders. The allocation of this profit is decided by the shareholders at their Ordinary General Meeting, on the recommendation of the Supervisory Board. On the recommendation of the Supervisory Board, the shareholders may decide to allocate a portion of the balance of the distributable profit, payable to shareholders, to retained earnings or to one or more extraordinary, general, or special non- interest-bearing reserves, to which the general partner, in this capacity, has no right. These reserves may also be incorporated into the capital.

GAIN ON LIQUIDATION (ARTICLE 26 OF THE ARTICLES OF ASSOCIATION)

Any gains on liquidation are allocated first to shareholders of each category (ordinary or Class B). shareholders receive up to the amount they contributed as share capital, share premiums or merger premiums. Any remainder is then allocated to holders of ordinary shares only, up to the amount of reserves created through the allocation of earnings. Anybalance still remaining is allocatedas follows: 80% toordinary shareholders, 18% to Class B shareholders and 2% to the general partner. The shares issuedby theCompany are held in registered formuntil they are fully paid up. Fully paid-up shares are held in registered or – once they are admitted to trading – in bearer form, at the shareholder’s option. They are recorded in securities accounts according to the procedures set down by law. In accordancewith legal and regulatory provisions, the Company may at any time request that the central depository provide information enabling the identification of holders of shares giving immediateor future voting rights at General Meetings, thenumber of shares held by each of these shareholders and a description of any restrictions on these shares. Class B shares may only be held in registered form. FORM OF SHARES (ARTICLE 9 OF THE ARTICLES OF ASSOCIATION) CONDITIONS FOR THE EXERCISE OF VOTING RIGHTS (ARTICLE 12 OF THE ARTICLES OF ASSOCIATION) The rights and obligations attached to shares are defined by the legislation in force and the Articles of Association. Any amendment to the rights of holders of Class B shares must be approved by the holders of Class B shares voting in a Special meeting.

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• ALTAMIR 2017

REGISTRATION DOCUMENT

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