ALTAMIR_REGISTRATION_DOCUMENT_2017

PRESENTATION OF THE COMPANY AND ITS ACTIVITIES

Business description

1.3.5 ALTAMIR’S MANAGEMENT COSTS

This differs from the base generally used to calculate management fees in the private equity industry, which is capital subscribed. „ In accordancewith private equity industry common practice, the management team receives 20% of net gains (carried interest) as per the Articles of Association. This 20% is allocated as follows: 2% is allocated to the general partner, and 18% to the Class B shareholders, who are the members of the investment team. SinceAltamir’s inception, carried interest has been calculated based on adjusted statutory net income. This result includes realised capital gains and unrealised capital losses (impairment of securities) but does not include unrealised capital gains, contrary to IFRS income, which is used to determine Net Asset Value (NAV). Restated net statutory income does not include financial income fromcash investments. It does, however, include total adjusted losses fromprevious years if the losses have not yet been offset (high water mark). There is nohurdle rate condition. Shareholders have not been penalisedby the lack of a hurdle rate as the gross IRRon all of thedivestments of LBOandgrowth capital transactions from Altamir’s inception to 31 December 2017 amounts to 18.9%, (1) which greatly exceeds the standard minimum IRR of 8%. The costs specific to Altamir's operations include, among other things, accounting, CFOand investor relations services, which are suppliedbyAmboise group companies or byApax Partners SAS and reinvoiced to Altamir at cost. „ Direct costs for investments carried out after 2011 Following the change in strategy to invest through the Apax funds, the Management Company has been remunerated on the same basis as pre-2011, with a corrective mechanism to exclude investments made via funds from the basis of calculation. The co-investments made alongside the Apax funds, fromwhich the funds charge neither management fees nor carried interest, remain in the statutory net book value for the calculation of the management fees due to Altamir Gérance. Class B shareholders and the general partner do not receive carried interest on investments made via the funds. They may receive carried interest on co-investments, if these generate annual IRR in excess of the hurdle rate of 8%. „ Indirect costs Indirect costs invoiced to theApax funds inwhichAltamir invests are identical to those paid by all other investors in these funds and are therefore in linewith themarket conditions as of the date the funds were created. The carried interest due to themanagers of these funds, i.e . Apax Partners SAS andApaxPartners LLP, must first clear an IRRhurdle rate of 8%.

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CHARACTERISTICS OF ALTAMIR

Altamir is managed by its Management Company, Altamir Gérance, which is also the general partner. Altamir receives investment advice fromAmboise Partners SA (ex-Apax Partners SA). Altamir and Altamir Gérance have no employees. „ Altamir’s management costs comprise: „ annual management fees, „ administrative and operating costs not covered by the management fee, „ carried interest (performance-based profit sharing); Since their creation, Altamir, Apax Partners SA, Apax Partners SAS andApax Partners LLP have pursued a policy of deducting the transaction and monitoring fees charged directly to the portfolio companies from the management fees charged to the funds. „ Altamir’s investment process is in a transition phase. From its creation in 1995 until 2011, Altamir co-invested alongside the funds managed by Apax Partners SA. Since 2011, Altamir has investedprimarily via the fundsmanagedbyApaxPartners SAS and Apax Partners LLP, with the option to co-invest alongside these fundswhen the opportunity arises. These funds are third- party funds in that Altamir Gérance has no economic ties with these two management companies. As of 31 December 2017, direct investments still represented 36% of the portfolio at fair value and investments via funds represented 64%. The transition phase is expected to last another two or three years andwhen it ends, investments via funds should represent over 80% of the Net Asset Value. „ Owing to the policy change in 2011, Altamir has two layers of costs: „ direct costs, „ indirect costs, i.e . the costs of the Apax France VIII-B, Apax France IX-B, Apax VIII LP and Apax IX LP funds, through which Altamir invests; „ From an accounting perspective, Altamir has opted for full transparency as described in paragraphe 1.3.2, unlike almost all other listed companies, which have opted to present the performance of their indirect investments net of management fees and carried interest.

MANAGEMENT COSTS

Altamir’smanagement costs have beendefined in theCompany’s Articles of Association since the Company was founded. „ Direct costs for investments carried out before 2011 „ Management fees are 2% excl. VAT per year (1% per half- year). They are calculatedbasedon statutory net book value, which differs fromNet Asset Value in that it does not include unrealised capital gains.

(1) Figure audited by Ernst & Young.

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• ALTAMIR 2017

REGISTRATION DOCUMENT