ALTAMIR_REGISTRATION_DOCUMENT_2017

2

CORPORATE GOVERNANCE – REPORT OF THE SUPERVISORY BOARD

Management and supervisory bodies

Pursuant to the Afep-Medef Code, the following Board members are considered independent:

Jean- Hugues Loyez

Sophie Etchandy- Stabile

Reasons for non- compliance

Jean Besson

Gérard Hascoët

Philippe Santini

Marleen Groen

Independence criteria*

The Member must not be, nor have been, in the past five years: „ an employee or executive corporate officer of the Company, or an employee, executive corporate officer or director of either a company consolidated by the Company, or of its parent company or of a company consolidated by the parent company; „ an executive corporate officer of a company in which the Company holds, directly or indirectly, an appointment as a Board member, or in which a company employee or executive corporate officer holds an appointment as a Board member (either currently or in the last five years). Not be a major customer, supplier, or corporate or investment banker of the Company or its Group, nor carry out a significant proportion of its business with the Company or its Group Not have been a Statutory Auditor of the Company in the past five years Not be a member of the Board of the Company for more than 12 years Not be a controlling shareholder of the Company or its parent company (10% threshold of share capital or voting rights) Not have close family ties with a corporate officer

Yes

Yes

Yes

Yes

Yes

Yes

/

Yes

Yes

Yes

Yes

Yes

Yes

/

Yes

Yes

Yes

Yes

Yes

Yes

/

Yes

Yes

Yes

Yes

Yes

Yes

/

No

No

Yes

Yes

Yes

Yes

/

Yes

Yes

Yes

Yes

Yes

Yes

/

NOT INDE- PENDENT

NOT INDE- PENDENT

INDE- PENDENT

INDE- PENDENT

INDE- PENDENT

INDE- PENDENT

CONCLUSION

* Executive corporate officers include the Chairman & CEO, the CEO, and the deputy CEOs of sociétés anonymes (public limited liability companies) with a Board of Directors, the Chairman and members of the Executive Board of sociétés anonymes with an Executive Board and a Supervisory Board, and the presidents of French partnerships limited by shares.

group Inc. (New York). Mr Estin assists management of large European, North American and Asian groups for major strategic and organisational change, corporate growth strategies, mergers and acquisitions, post-merger integration, and major industrial restructuring. He works regularly with large North American and European investment funds. As either consultant or senior executive, Mr Estin has ledor advised inmore than60acquisitions and 20 major post-acquisition programmes. He has significant experience in energy and related services, several manufacturing industries, consumer goods and services, mass-market and specialist retailing, textiles, apparel and fashion, media and high- tech, B2B services, transport and logistics, professional services, and financial services. Mr Estin is a graduate of the École des Hautes Études Commerciales de Paris (HEC). Each year, and every time an appointment or renewal is proposed, the Board examines the independence of the candidates. At its meetingof 6March2018, theBoardexaminedMr Estin’s candidacy. After confirming that Mr Estin met all criteria for independence

At their General Meeting of 26 April 2018, shareholders will be asked to renew the terms of two Supervisory Board members: „ Sophie Etchandy-Stabile; „ Jean-Hugues Loyez. At their General Meeting of 26 April 2018, the shareholders will also be asked to approve the appointment of Jean Estin as Supervisory Board member. Jean Estin (67) is a French national. He is the Chairman and founder of Estin & Co. and has more than 40 years’ experience in strategic and management consulting. Mr Estin has been a consultant with Boston Consulting group (Paris), Managing Director of Carrier SA (United Technologies group in Paris and Geneva), Managing Director of Strategic Planning Associates Inc. (France and the UK), president of Europe division and head of general management consulting worldwide for Mercer Management Consulting Inc. (nowOliverWyman), anddirector of MercerManagement Consulting Inc. andof theMercer Consulting

88 REGISTRATION DOCUMENT

• ALTAMIR 2017

www.altamir.fr