ALTAMIR_REGISTRATION_DOCUMENT_2017

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CORPORATE GOVERNANCE – REPORT OF THE SUPERVISORY BOARD

Management and supervisory bodies

„ not participate in Supervisory Boardmeetings as long as he/ she is in a position of conflict of interest, „ step down from his/her function as a member of the Supervisory Board. Any Supervisory Board member failing to abide by the rules of abstention or resignation from one’s functions may be held personally liable. Furthermore, if the Chairman of the Supervisory Board and the Manager have a compelling reason to believe that one or more Supervisory Board members face a conflict of interest, they will be under no obligation to communicate to those members information or documents pertaining to the conflictual topics and will inform the Supervisory Board that such information has not been communicated.

„ to the best of the Company’s knowledge, there are no agreements or other commitments between shareholders; „ no shares carry special voting rights except for ClassBpreferred shares, which have no voting rights but which give the right to a dividend, as stipulated in the Articles of Association (the list of holders of Class B shares appears in Section 4.2.1 of this Registration Document); „ there is nomechanismunder which an employee shareholding system could exercise control rights; „ Article 15 of the Articles of Association stipulates that only the general partner is entitled to appoint and dismiss the Management Company; „ concerning the powers of the Management Company, no authorisation is currently in effect to increase capital, with the exception of that granted by shareholders at their General Meetingof 15April 2016 authorising theManagement Company to increase capital through the issuance of ordinary shares and/ or securities giving access to shares withwaiver of preferential subscription rights for the benefit of the members of an employee savings plan, pursuant to Articles L. 3332-18 et seq . of the French Labour Code. This authorisation has a validity of 26 months. The maximum par amount of authorised capital increase is €10,000 (this authorisation was not used); „ the powers of the Management Company regarding share buybacks is detailed in Section 4.1.4; „ the Company’s Articles of Association can be amended in accordance with legal and regulatory requirements; „ the Company is not party to any agreements that can be amended or terminated in the event of a change in control of the Company; „ there are no specific agreements providing for payments in the event that the Manager’s functions are terminated (note that the Company has no employees); „ the Company has no knowledge of any pledge on its share capital (paragraph 21.1.7 of the European regulation). AGREEMENTS MADE EITHER DIRECTLY OR THROUGH AN INTERMEDIARY BETWEEN (I) A CORPORATE OFFICER OR A SHAREHOLDER POSSESSING MORE THAN 10% OF THE VOTING RIGHTS, AND (II) A COMPANY THAT IS MORE THAN 50% OWNED, EITHER DIRECTLY OR INDIRECTLY (EXCEPT FOR AGREEMENTS WITH REGARD TO CURRENT OPERATIONS AND CONCLUDED UNDER NORMAL CONDITIONS). There is no agreement between a corporate officer or a shareholder possessing more than 10% of voting rights, and a company that is more than 50% owned by the Company, either directly or indirectly.

PROCEDURE FOR TAKING PART IN ANNUAL GENERAL MEETINGS

The procedure for taking part in Annual General Meetings is described in Article 23 of the Company’s Articles of Association. Article23 isexcerpted inSection4.4of theRegistrationDocument.

AUTHORISED CAPITAL

At their General Meeting of 15 April 2016, shareholders granted authorisation to the Management Company to increase capital up to €10,000 for a period of 26 months through the issuance of shares, with waiver of preferential subscription rights, for the benefit of the members of an employee savings plan pursuant to Articles L. 3332-18 et seq . of the French Labour Code. This authorisation was not used.

FACTORS THAT COULD HAVE AN IMPACT IN THE EVENT OF A TAKEOVER BID

The Company is organised as a French partnership limited by shares (société en commandite par actions). In practice, the Company cannot be subject to a takeover bid resulting in control of the Company passing to a limited partner with a majority shareholding. Pursuant to Article L. 225-37-5 of the French Commercial Code (cross-referenced from Article L. 226-10-1 of the French Commercial Code), we hereby inform you of the following items: „ the structure of the capital, the direct and indirect holdings that are known to the Company, and all related information are provided in Section 4.2.1; „ theArticles of Association contain no restrictionon the exercise of voting rights or on the transfer of ordinary shares;

96 REGISTRATION DOCUMENT

• ALTAMIR 2017

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