ALTAMIR_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE – REPORT OF THE SUPERVISORY BOARD Management and supervisory bodies

COMPOSITION OF THE BOARD AND AUDIT COMMITTEE AS OF 31 DECEMBER 2017.

Start of 1 st term Seniority End of term

Age, Gender and Nationality

Main functions outside the Company

Board member

Independence status

Expertise and experience

Number of shares held

Audit Committee

4 June 2007 10 years General Meeting of 26 April 2018 Independent 16 April 1996 21 years General Meeting of 26 April 2018 Not Independent 24 April 2014 3 years General Meeting to be held in 2019 Independent 24 April 2014 3 years General Meeting of 26 April 2018 Independent 26 April 2006 11 years General Meeting to be held in 2019 Independent 28 April 2004 13 years General Meeting to be held in 2019 Not Independent

Business Angel Chairman of A&A Partners

Expertise in Consumer sector Chartered accountant Expertise in TMT sector Expertise in private equity and financial services Expertise in finance and in the Consumer sector

2

Jean-Hugues Loyez

69 French man

162,098

No

74 French man

Manager of IPG Director of TQM

Jean Besson

50,749 Chairman

Member of several Boards of Directors

61 Dutch woman

of charitable organisations

Marleen Groen

1,000 Member

Member since 2 February 2017

47 French woman

Sophie Etchandy-Stabile

-

1,000

Chairman of PHS Consultants SAS Director and Chairman of the Audit Committee of Galeries Lafayette

74 French man

Expertise in the TMT sector Expertise in private equity and the Healthcare sector

Philippe Santini

2,128

No

Member until 2 February 2017

68 French man

Venture Partner in Sofinnova Partners

Gérard Hascoët

33,494

independently and continue to do so, and that their contribution to the Board is essential for Altamir. Moreover, Jean Besson has decided not to seek reappointment to the Supervisory Board when his term expires at the General Meeting on 26 April 2018. NoBoardmember had a business relationshipwith the Company in 2017. It is specifically noted that Jean-Hugues Loyez, Chairman of the Supervisory Board, is independent with regard to the Afep- Medef Code criteria. He had no business relationship with the Companyduring thepast year. In addition, he receivedno variable remuneration in cash or securities, nor any remuneration tied to the Company’s performance. The composition of the Supervisory Board remained unchanged in 2017. However, Jean Besson informed the Board in December 2017 of his desire not to seek reappointment during the next General Meeting, on 26 April 2018. Consequently, at its meeting on 9 January 2018 the Nomination and Remuneration CommitteelaunchedasearchprocessforMrBesson’sreplacement. A candidate profile was drawn up for the replacement of Jean Besson. At that meeting, the Board approved a procedure for selecting candidates. At its meeting of 6 March 2018, the Board proposed that Jean Estin be appointed at the next General Meeting as a member of the Supervisory Board to replace Jean Besson, for a two-year term expiring at the end of the General Meeting called in 2020 to approve the financial statements for the previous year.

The number of shares held by the members of the Board has not changed since 31 December 2017. No Board member is currently exercising an appointment in a listed company (outside the Group) except for Sophie Etchandy- Stabile, who is on the boards of two listed companies, Unibail and Spie. The Company does not have a dedicated Nomination and Remuneration Committee. However, Altamir’s Supervisory Board has decided to meet as a Nomination and Remuneration Committee at least once a year to examine issues related to remuneration of the Management Company and the members of the Board, and to examine the composition of the Board and the Audit Committee (see section on the Nomination and Remuneration Committee). The Board includes two women and four men, a female/male ratio that is consistent with legal provisions (Art. L. 226-4-1 of the French Commercial Code). The members of the Supervisory Board are all French nationals except for Ms Groen, who is Dutch. More than half of the Board members are independent, in accordance with the requirements in paragraph 8.5 of the Afep- Medef Code (see table below). Two members of the Board, Jean Besson and Gérard Hascoët, have been members of the Supervisory Board since 16 April 1996 and 28 April 2004, respectively. Therefore, they are not considered independent because they do not meet the Afep-Medef Code criterion that requires less than 12 years of seniority. However, the Supervisory Board notes that Mr Besson and Mr Hascoët have always acted

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• ALTAMIR 2017

REGISTRATION DOCUMENT