ALTAMIR_REGISTRATION_DOCUMENT_2017

2

CORPORATE GOVERNANCE – REPORT OF THE SUPERVISORY BOARD

Management and supervisory bodies

2.1.4 BIOGRAPHIES OF CORPORATE OFFICERS

TheBoardmet for the first timeas aNominationandRemuneration Committee on 2 February 2017 and discussed several items: „ the composition of the Audit Committee; to respect the recommendations of the Afep-Medef Code regarding Audit Committee independence and Board member seniority, Gérard Hascoët resigned from the Audit Committee, while remaining a member of the Supervisory Board. The Board acknowledgedhis resignation andappointedSophieEtchandy- Stabile, an independent Boardmember, asmember of theAudit Committee; „ the introduction of a hurdle rate that shareholders must earn on co-investments before payment of any carried interest to ClassBshareholders. TheArticles of Associationwere amended in this regard at the General Meeting of 28 April 2017; „ manager succession plan. These issues were the subject of a detailed presentation to the Board, which verified that they are in compliancewith theArticles of Association. A secondmeetingwas held on 6March 2017 to examineAltamir’s fees in comparison with those of its main European competitors, and to examine the attendance fees to be paid to the members of the Supervisory Board. A third meeting was held on 7 November 2017 to review the self-assessment performed by the Supervisory Board. Adetailed questionnaire had been mailed to each Board member in „ rules of procedure of the Supervisory Board; „ the role and performance of Committees; „ individual Board member evaluations with an assessment of the contribution of each member. This self-assessment showed that progress had beenmade since the last evaluation in areas such as the organisation of board meetings, with documents available sufficiently in advance, and the composition of the Board due to improved staggering of terms. Other areas were earmarked for improvement, such as more formalized minutes of some Committee meetings, and greater foresightwith regard to the necessary changes in the composition of the Supervisory Board. The activity of theCommittees, particularly theAudit Committee, was also reviewed. The evaluation concluded that theCommittees appear tobewell balanced in terms of composition and skills, and that they are functioning well. The Board met on 9 January 2018 to prepare for the renewal of the Supervisory Board. The changes will occur over the next 18 months, especially since Jean Besson has decided not to renew his term. The Board then reviewed the criteria that must be taken into account in searching for candidates. Members of the Board gave their own suggestions with regard to desired skills, international experience and fulfillment of legal criteria of the Afep-Medef Code. A list of criteria was established and the Board defined the recruitment process. September 2017. The questionnaire concerned: „ the composition of the Supervisory Board; „ how meetings are conducted;

Jean-Hugues Loyez (69) was appointed as Chairman of the Supervisory Board on 3 March 2015. He was appointed to the Supervisory Board of the Company for the first time on 4 June 2007. His termexpires at the end of theOrdinaryGeneral Meeting of Shareholders called in 2018 to approve the financial statements for the year ended 31 December 2017. Therefore, at that General Meeting, shareholderswill be asked to renewhis appointment for a two-year termexpiring at the end of theGeneral Meeting called in 2020 to approve the financial statements for the year ended 31 December 2019. Hepreviously servedon theSupervisoryBoard of Amboise Investissement. A graduate of the IBM Institute, he spent his entire career with the Castorama group, where he was Chief ExecutiveOfficer from1984 to 1992 andChairman andChief Executive Officer from 1992 to 2002. Since 2002, he has been acting as a private investor and “business angel”. He is Chairman of A&A Partners. Jean Besson (74) was appointed to the Supervisory Board of the Company for the first time on 16 April 1996. He was reappointed at the General Meeting of 15 April 2016 for a two-year term. His term expires at the end of the Ordinary General Meeting of Shareholders called in 2018 to approve the financial statements for the year ended 31 December 2017. Therefore, at that General Meeting, shareholders will be asked to appoint Jean Estin as a member of the Supervisory Board, replacing Mr Besson, for a two-year term expiring at the end of the General Meeting called in 2020 to approve the financial statements for the year ended 31 December 2019. Jean Besson is a graduate of EM Lyon and Harvard Business School. His entire career has been focused on the IT sector. He worked as CFO of GSI (Générale de Services Informatiques), Chairman of GSI Services, Managing Director of Eurolog in Amsterdam (a subsidiary of Deutsche Telekom and France Telecom) and, following an LBO, Chairman of Questel Orbit, a world leader in IP database management. Jean Besson serves as Manager of IPG SARL and Deputy Director of TQM SA. Sophie Etchandy-Stabile (47) was appointed to the Supervisory Board of the Company for the first time on 24 April 2014, for a two-year term. Shewas reappointed at the General Meeting of 15 April 2016 for another two-year term. Her termexpires at the end of theOrdinaryGeneral Meeting of Shareholders called in 2018 to approve the financial statements for the year ended 31 December 2017. Therefore, at that General Meeting, shareholders will be asked to renew her appointment for a two-year term expiring at the end of the General Meeting called in 2020 to approve the financial statements for the year ended 31 December 2019. Ms Etchandy-Stabile is a graduate of the École Supérieure de Gestion et Finances. She began her career with Deloitte before joining Accor in 1999 to head the group’s Consolidation and Information System Department. In 2006 she was appointed as groupController-General, supervising the consolidation process, international Finance Departments and the Financial Control, Internal Audit, GroupHoldingCompany andFinancial Back-office Departments. In May 2010, Ms Etchandy-Stabile was appointed Chief Financial Officer and member of the Executive Committee of AccorHotels. Shewas appointedChief ExecutiveOfficer of the AccorHotels group’s HotelServices France on 1 October 2015 and will serve as Chief ExecutiveOfficer of HotelServices Switzerland until January 2018.

92 REGISTRATION DOCUMENT

• ALTAMIR 2017

www.altamir.fr