Altamir - 2018 Registration document

Corporate Governance Report of the Supervisory Board Observations of the Supervisory Board at the General Meeting

2.3 OBSERVATIONS OF THE SUPERVISORY BOARD AT THE GENERAL MEETING

This Section contains the observations made by the Supervisory Board at the General Meeting in accordance with Article L. 226-9 of the French Commercial Code.

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2.3.1 ANNUAL FINANCIAL STATEMENTS

A. In accordance with the Articles of Association, the dividend to be distributed to the general partner and to Class B shareholders is nil for financial year 2018. B. At their General Meeting, shareholderswill be asked toapprove the distribution of a dividend of €24,098,119 to ordinary shareholders, i.e. a gross dividend of €0.66 per ordinary share. This dividend corresponds to 3% of net asset value, as presented in the consolidated financial statements. In proposing this dividend amount, the Supervisory Board intends to continue implementing the dividend policy Altamir announced in 2013. Approved by the Supervisory Board, this policy is in line with the investment strategy implemented by the Management Company and regularly presented to the Board. This investment strategy is part of an overall growth objective. These dividends are paid from the capital gains realised by the Company on equity investments held for more than two years. For individual shareholders resident in France, these distributed dividends do not qualify for the 40% exclusion provided for in article 158–3-2° of the French Tax Code. The ex-dividend date for ordinary shares will be 28 June 2019, and the dividend on ordinary shares will be paid to shareholders on 2 July 2019. In the event that theCompanyholds ordinary shares in treasury on the ex-dividend date, the amount corresponding to the dividends not paid in respect of these shares will be allocated to retained earnings. C. Net income for 2018 is insufficient to pay the annual dividend in full. Shareholders will therefore be asked at the General Meeting to pay the difference between net income and the total dividend amount from Company reserves. D. In accordance with the provisions of Article 243 bis of the French Tax Code, the following dividends and income were distributed in respect of the previous three financial years:

The SupervisoryBoardwas able to perform its supervisory duties in accordance with the law and to examine the documents made available by the Management Company. As part of itsmanagement control duties, the Supervisory Board has been informed of all investment and divestment transactions carried out during the financial year. The Supervisory Board has no observations to make with regard to those transactions, in which it does not play a direct role. The Audit Committee and the Supervisory Board have analysed themanagement fees, and the Statutory Auditors have reviewed them. The management fees are detailed in this Registration Document. The Supervisory Board has reviewed the statutory financial statements, the consolidated (IFRS) financial statements and the accounting documents; it has noted the opinion of the Statutory Auditors and the Audit Committee; and it has asked the Management Company relevant questions. The Supervisory Board has no observations to make about the statutory and consolidated financial statements for 2018. The Board has identified no inaccuracy or irregularity in the financial statements presented by the Management Company.

2.3.2 PROPOSAL FOR THE ALLOCATION OF NET INCOME

Statutory net income for the financial year ended 31 December 2018 was €11,139,091.

Income not eligible for exclusion

Other income distributed to the general partners

Income eligible for exclusion

Financial Year

Dividends

2017 2016 2015

€34,368,928 (1) €37,474,817 (2) €25,668,465 (3)

€1,181,770 €1,526,869

- -

€580,175 - (1) Comprising dividends of €10,635,932 for holders of Class B preferred shares, and €23,732,996 for holders of ordinary shares; the latter figure includes the amount of the dividend relating to treasury shares, which is not distributed and is instead allocated to retained earnings. (2) Comprising dividends of €13,741,821 for holders of Class B preferred shares, and €23,732,996 for holders of ordinary shares; the latter figure includes the amount of the dividend relating to treasury shares, which is not distributed and is instead allocated to retained earnings. (3) Comprising dividends of €5,221,576 for holders of Class B preferred shares, and €20,446,889 for holders of ordinary shares; the latter figure includes the amount of the dividend relating to treasury shares, which is not distributed and is instead allocated to retained earnings.

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ALTAMIR 2018

Registration document