ALTAMIR_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE – REPORT OF THE SUPERVISORY BOARD Remuneration and benefits of managers and corporate officers

The remuneration paid to the Management Company and to the advisory company, Amboise Partners SA, with respect to 2016 and 2017 was as follows:

2017

2016

(in euros and exclusive of tax)

Gross fees

11,700,939 -2,811,212 -1,552,186 -538,681 -243,488

10,789,725 -3,234,318 -642,554 -584,438

Fees deducted with respect to Apax France VIII-B (2) Fees deducted with respect to Apax France IX-B (3) Fees deducted with respect to Apax VIII LP (4) Fees deducted with respect to Apax IX LP (5) Fees deducted with respect to co-investments (6) SUBTOTAL OF FEES (1)+(2)+(3)+(4)+(5)+(6) = (A)

2

-20,761 -8,459

-17,528

6,537,844 -200,000

6,299,195 -237,018 -270,628 5,791,549

Board attendance and other fees received by Altamir Gérance (7) Board attendance and other fees received by Amboise Partners SA (8)

-6,353

NET FEES (1)+(2)+(3)+(4)+(5)+(6)+(7)+(8)

6,331,491

Divided between: Altamir Gérance 5% (A) - (7)

126,892

77,942

Amboise Partners SA 95% (A) - (8)

6,204,599

5,713,607

2.2.3 PROFIT SHARING DUE TO THE

SERVICE CONTRACT FOR ACCOUNTING, FINANCIAL AND INVESTOR RELATIONS SERVICES On 9 July 2013, the Company signed a services agreement with Altamir Gérance, which replaced certain previous agreements. The new agreement covers Company accounting, portfolio accounting, CFO functions and shareholder/investor relations. The financial terms of this agreement are set out below: „ annual fees in payment for accounting services provided to the Company and accounting management of the portfolio are defined on the basis of the effective cost of a full-time qualified accountant and a full-time administrative employee (based on actual costs determined by consulting external service providers); „ the CFO service charge is billed at actual annual cost (salary + benefits + pro rata share of business expenses) calculated on the basis of the time spent by the relevant person (based on a time sheet); „ the cost billed for shareholder and investor relations service charges corresponds to the actual cost of the relevant person (salary + benefits + pro rata share of business expenses). The cost of these services amounted to €708,628 including VAT for financial year 2017. This agreement was reviewed by the Statutory Auditors and appears in their report (see Section 4.5.1).

GENERAL PARTNER AND CLASS B SHAREHOLDERS

In accordancewith private equity industry common practice, the general partner and his teams receive 20% of net gains (carried interest) as per the Articles of Association. This 20% is allocated as follows: a) pursuant toArticle25of theArticles of Association, thegeneral partner receives a dividend equal to 2% of the adjusted net income of each financial year. The formula for converting net income as reported on the statutory financial statements to adjusted net income is detailed in Section 4.4; b) pursuant to Article 25 of the Articles of Association, holders of Class B shares have the right to receive a dividend equal to 18% of the adjusted net income of each financial year. The formula for convertingnet income as reportedon the statutory financial statements to adjusted net income is detailed in Section 4.4. The holders of Class B shares are all partners or former partners of Apax Partners France or Apax Partners LLP. At the General Meeting of 2017, shareholders approved an amendment to the Articles of Association providing for a hurdle rate of 8% for all co-investmentsmade by theCompany alongside the Apax funds. The hurdle rate is described in Section 25.3 of the Articles of Association.

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• ALTAMIR 2017

REGISTRATION DOCUMENT