ALTAMIR_REGISTRATION_DOCUMENT_2017

1

PRESENTATION OF THE COMPANY AND ITS ACTIVITIES

Business description

CO-INVESTMENT AGREEMENT

This agreement went into effect on 4 June 2007, the date the merger of Altamir andAmboise Investissement became effective. Apax Partners SAandAltamir have also agreed, with the approval of the latter’s Supervisory Board, that when the structure of an initial investment becomes definitive only after a certain period, the co-investment percentagewill be the one existing at the time the initial investment was set. The acquisition of a block of shares of a listed company (such as Prosodie) leading to a mandatory takeover bid, a delisting or a syndication is an example of this. No co-investment agreement is planned between Altamir and Apax Partners SAS inasmuch as Altamir has subscribed directly to the funds managed by Apax Partners SAS. The same applies to the relationship with Apax Partners LLP. The Company has no employees. Altamir is managed by Altamir Gérance. TheBoardof Directors of Altamir Gérance, composedof five members and chaired by Maurice Tchenio, defines Altamir's investment and asset allocation strategies. Altamir Gérance has no employees and relies on the investment advisory agreement between Altamir and Amboise Partners SA. Amboise Partners SA (formerly Apax Partners SA) is the Management Company for the French private equity funds, from the first fund created in 1983 (Apax CR) through to the Apax France VII fund raised in 2006. Based in Paris, Amboise Partners SA has a team of four decision makers, including two partners: Maurice Tchenio (Chairman) and Patrick de Giovanni. PatrickdeGiovanni (72) joinedApaxPartners in 1983 as apartner, whenthefirstfundwascreated.AgraduateofEcolePolytechnique, he began his career at Cofror, a French consultancy specialised in IT systems, before serving for four years at the Neiman group (automotive equipment) as an internal controller. After three years in the industry surveys department of Société Générale, Mr de Giovanni formed a partnershipwith another entrepreneur to turn around Criss, an industrial valves and fittings manufacturer. At Apax Partners, he has carried out many investments in industrial andbusiness services companies, throughall types of transactions (venture capital, growth capital, LBO). He is a former president of the AFIC (Association Française des Investisseurs pour la Croissance), which became France Invest in 2018. AgatheHeinrich (47) graduated fromToulouseBusiness School in 1993 andbegan her career as a credit analyst at Crédit Lyonnais in NewYork. She has held various positions in corporate banking in Paris, at Crédit Lyonnais from 1995 to 1998, then at Paribas from 1998 to 2000. Following the merger between BNP and Paribas, she joined BNP Paribas’ press service, where she was in charge of managing the group’s international media relations, with a particular focus on the corporate and investment banking, private equity and asset management. In 2004, she joined Paris-based private equity firm Apax Partners as Communications Director. She joined Altamir in September 2014 as Investor Relations and Communications Director. 1.3.9 THE ALTAMIR TEAM

As previously indicated, on 23 April 2007, the Company signed a co-investment agreement with Apax Partners SA (nowAmboise Partners SA). Theprincipal features of this agreement aredetailed below. Any change to the agreement must be authorised by a two- thirds majority of the present or represented members of the Supervisory Board, and based on a report from theManagement Company. CO-INVESTMENT AGREEMENT BETWEEN ALTAMIR AND APAX PARTNERS SA WhenAltamirmergedwithAmboise Investissement, theManager of Altamir took advantage of the opportunity to formalise the rules under which Altamir had been co-investing alongside the funds managed by Apax Partners SA since 1996, but without changing them fundamentally, and to codify them in a co- investment agreement with Apax Partners SA. This agreement, authorised by Altamir’s Supervisory Board on 23 April 2007, includes the essential terms of the co-investment agreement that Amboise Investissement had signed with Apax Partners SA prior to its IPO in March 2006. Given that the Apax VII fund is 100% invested, this agreement nowapplies only to follow-on investments in the existingportfolio and to divestments. It is organised around the following general principles: i) Apax Partners SA agrees to invite Altamir to participate pari passu , at the aforementioned percentage, in any investment carried out by Apax France VII; ii) Altamir performs every divestment, whether partial or total, that ApaxPartners SAproposes. Suchdivestments are realised in proportion to the respective holdings of the Apax Partners SA funds and Altamir; iii) Similarly, in the event of a reinvestment, the percentages invested by Altamir and the fund managed by Apax Partners SA are the same as those of the initial investment (and not those in effect as of the date of the reinvestment, if different); iv) Altamir shares expenses of any kind incurred during the investment or the divestment ( e.g . due diligence, legal fees etc.) according to the samepercentages, includingwhen these expenses pertain to projects that did not come to fruition. The same applies to the cost of liability insurance for the Directors and corporate officers of portfolio companies proposed by Apax Partners and to amounts claimed fromthemas personal liability, except in the event of serious or wilful misconduct; v) Apax Partners SAmay inviteAltamir to acquire securities from a fund it manages only if it will be a nominee for less than six months or if accompanied by the necessary precautions to ensure the independent nature of the transaction, such as an outside investor concurrently taking at least 25% of the new round of financing, an auction procedure or an independent expert valuing the transaction.

56 REGISTRATION DOCUMENT

• ALTAMIR 2017

www.altamir.fr