ALTAMIR_REGISTRATION_DOCUMENT_2017

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CORPORATE GOVERNANCE – REPORT OF THE SUPERVISORY BOARD

Management and supervisory bodies

RULES FOR THE COMPOSITION OF THE SUPERVISORY BOARD

Amboise Partners SA is headedbyMaurice Tchenio, who controls and manages Altamir Gérance SA, the Company’s Management Company. Apax Partners SAS is headed by Eddie Misrahi. Apax Partners LLP is headed byAndrewSillitoe andMitch Truwit. Thepotential conflicts of interest thatmay arise fromthis structure are covered by the co-investment rules for the fundsmanaged by Amboise Partners SA and Altamir, described in Section 1.3.8 of theRegistrationDocument, andby the co-investment agreement signed by Apax Partners and Altamir. Further information on conflicts of interest may be found in Section 2.1.6. A management succession plan has been approved by the Supervisory Board, which last met in February 2017 as the Nomination and Remuneration Committee and has made no amendments since. The succession of Maurice Tchenio has been organisedfor twotypesof situations: 1) in theeventMauriceTchenio is prevented from fulfilling his duties, succession arrangements havebeenmadewith respect to theCompany’smanagement and ownership, so as toensurebusiness continuity and theCompany’s long-term survival; 2) in view of a planned transition, Maurice Tchenio is indiscussionwith a number of potential successorswho haveall demonstratedstrong interest andwhomeet certaincriteria ( e.g . manager/senior partner of a private equity firm, preferably with Apax experience, and with a track record of successful fund raising and deep knowledge of Altamir). SUCCESSION PLAN

The composition and role of the Supervisory Board are described in Articles 18 to 20 of the Company’s Articles of Association. Summary: „ the Company has a Supervisory Board with 3-12 members. Its members are selected from among the shareholders who do not have the status of general partner, legal representative of the general partner or Management Company. The termof the members of the Supervisory Board is two years (Article 18). Nevertheless, shareholders voted at the General Meeting of 29 March 2012 to amend the Articles of Association to allow the appointment of one or more Supervisory Board members for a termof one year, for the sole purpose of implementing or maintaining staggered terms for Supervisory Boardmembers; „ no individual over the age of 70 may be appointed to the Supervisory Board if that person’s appointment would bring the proportion of members over the age of 70 above one-third (Article 18); „ in the event a seat becomes vacant due to death or resignation of one or more members of the Supervisory Board, the Board may appoint a temporary replacement within three (3)months of the date the vacancy occurred (Article 18); „ the Board appoints an individual from among its members to act as Chairman. In the event of the absence of the Chairman, the oldest member of the Board fulfils the Chairman’s role (Article 19); „ the Supervisory Board meets at the request of the Chairman or the Management Company. Notices of meetings may be communicated using any means which establish proof of notice by commercial standards, at least five days prior to the meeting, unless the Board members unanimously agree to a shorter period. The Manager must be invited to meetings and may attend Supervisory Board meetings without having the right to vote; „ oneormorenon-votingmembersappointedbytheshareholders may also attend Supervisory Board meetings in an advisory capacity (Article 19); „ the Supervisory Board may not take decisions unless at least half of its members are present or represented (Article 19).

2.1.3 SUPERVISORY BOARD

ROLE OF THE SUPERVISORY BOARD

The Company’s Articles of Association stipulate that the Supervisory Board shall provide ongoing supervision of the Company’s management and shall decide on the allocation of net income to be proposed to shareholders. In addition, the Management Company shall consult the Supervisory Board on the evaluation rules applying to portfolio companies, and on any potential conflicts of interest. Any amendment to the co- investment agreement between the Company and Amboise Partners SA (formerly Apax Partners SA) must be authorised by the Supervisory Board, after it has reviewed the management report, by a two-thirds majority vote of members present or represented (Article 20.4 of the Articles of Association).

COMPOSITION OF THE SUPERVISORY BOARD AS OF 31 DECEMBER 2017

The Supervisory Board is composed of six members: „ Jean-Hugues Loyez, Chairman of the Supervisory Board; „ Jean Besson, Chairman of the Audit Committee; „ Sophie Etchandy-Stabile, Member of the Audit Committee; „ Marleen Groen, Member of the Audit Committee;

ROLE OF THE CHAIRMAN OF THE SUPERVISORY BOARD

The role of the Chairman of the Supervisory Board is mainly to preside over meetings and to maintain regular contact with the ManagementCompany inorder tokeepabreast of anyexceptional events that might require a special Supervisory Board meeting. He is also very involved in preparing the Annual General Meeting of Shareholders. More recently, the Chairman was very active in the selection of new members of the Supervisory Board.

„ Gérard Hascoët; „ Philippe Santini.

86 REGISTRATION DOCUMENT

• ALTAMIR 2017

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