ALTAMIR_REGISTRATION_DOCUMENT_2017

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CORPORATE GOVERNANCE – REPORT OF THE SUPERVISORY BOARD

Remuneration and benefits of managers and corporate officers

received by the Management Company or by Amboise Partners SA in the context of transactions on assets of the Company and of amounts paid by companies in the portfolio is deducted from the Management Company’s remuneration. Nevertheless, professional fees and reimbursement of expenses deriving from secondmentsofApaxPartners’ salariedmanagers tocompanies in the portfolio are not deducted fromtheManagement Company’s remuneration. The remuneration, inclusive of all taxes, of the Management Company shall be reduced by an amount equal to the product of the par amount of the shares held by the Company in funds managedbyApaxPartners SASandApaxPartners LLP, and inany entity paying management fees to an Apax management entity, multiplied by the average annual rate, inclusive of all taxes, for calculating the management fees of these private equity funds. Should this rate vary during the year, the sum is calculated on a pro rata basis. The remuneration received by theManagement Company covers the Company’s administrative and overhead costs, the cost of Amboise Partners SA and of any other investment advisors, and theCompany’s researchand investment trackingcosts. As a result, the professional fees paid by the Company to the investment advisory company under the advisory agreement between them arealsodeducted fromtheManagementCompany’s remuneration defined above. The Management Company’s remuneration is paid in four estimated amounts at the start of each calendar quarter, each equal to 25%of the previous year’s remuneration. The total annual remuneration, as determined above, is adjusted at the end of the fourth quarter. From the date the Company was founded until 30 November 2006, 95% of the Management Company’s remuneration was paid in turn to Apax Partners SA (now Amboise Partners SA), under the investment advisory agreement between them. Since then, because this agreementwas replacedby adirect investment advisoryagreement between theCompanyandAmboisePartners SA, the remunerationpaid to theManagement Companyhas been reduced by the amount the Company pays to Amboise Partners SA under the agreement ( i.e . 95%). Altamir pays no remuneration directly toApax Partners SAS or to ApaxPartners LLP. It is the fundsmanagedby these entitieswhich pay the management fees. Any additional remuneration paid to the Management Company must be decided by shareholders in their Ordinary General Meeting with the approval of the general partner.

Attendance fees pertaining to 2016 and paid in 2017 totalled €249,970 (€260,000 allocated). At the General Meeting of 28 April 2017, shareholders approved the total of €290,000 for attendance fees, applicable to the current financial year (2017) and until they decide otherwise. The remuneration paid to the Management Company and the General Partner is detailed in Sections 2.2.2 and 2.2.3 of this Registration Document.

2.2.2 REMUNERATION OF THE MANAGEMENT COMPANY

MANAGEMENT FEES

Pursuant to Article 17.1 of the Company’s Articles of Association, the Management Company receives annual remuneration, exclusive of tax, equal to the sum of two half-year remuneration amounts, calculated as follows: „ remuneration for the first half of the calendar year is equal to 1% of the higher of the following two amounts at the close of the previous financial year: „ share capital plus share premiums, „ shareholders’ equity of the Company before allocation of net income; Should there be a capital increase during the first half of the financial year in question, first-half remuneration will be increasedby 1% (exclusive of tax) of the amount of the increase, including any related premiums, calculated pro rata from the date of the capital increase until the end of the first half of the year. „ remuneration for the second half of the calendar year is equal to 1% of the higher of the following two amounts as of 30 June of the financial year in question: „ share capital plus share premiums, „ shareholders’ equity of the Company before allocation of net income. Should there be a capital increase during the second half of the financial year in question, second-half remuneration will be increased by 1% (exclusive of tax) of the amount of the increase, including any relatedpremiums, calculated pro rata fromthe date of the capital increase until the end of the second half of the year. A percentage (corresponding to the Company’s share) of the amount of anyprofessional fees, attendance feesandcommissions

98 REGISTRATION DOCUMENT

• ALTAMIR 2017

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