Altamir - 2018 Registration document

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Business description and activities

Business description

MANAGEMENT COSTS

Altamir’smanagement costs have beendefined in theCompany’sArticles of Association since theCompanywas founded. They include:

Direct costs: n Management fees: 2%excl. VATper year (1%per half-year). They are calculated based on statutory net book value, which differs from Net Asset Value in that it does not include unrealised capital gains. For investments made through Apax funds, the fees are reduced by an amount corresponding to the product of the amounts invested in each of the funds multiplied by the average annual rate of the management fees of each of these funds. n Costs specific to Altamir’s operations: primarily accounting, CFOand investor relations fees, which are suppliedbyAmboise group companies or by Apax Partners SAS and reinvoiced to Altamir at cost. n Carried interest (in accordance with private equity industry common practice): as per the Articles of Association, the management team receives 20% of net gains, allocated as follows: n 2% to the general partner, n 18% to the Class B shareholders, who are the members of the investment team.

Carried interest at Altamir: Class B shareholders and the general partner only receive carried interest on direct investments: n On legacy co-investments alongside the Apax France VII fund, with no hurdle rate * conditions; n On co-investments alongside the Apax France VIII, Apax France IX, Apax VII LP and Apax IX LP funds, provided they generate an annual IRR in excess of the hurdle rate of 8%. Carried interest is calculated based on adjusted statutory net income. This result includes realised capital gains and unrealised capital losses (impairment of securities) but does not include unrealised capital gains, contrary to IFRS income, which is used to determine Net Asset Value (NAV). It does not include financial income fromcash investments. It does, however, include total adjusted losses fromprevious years if the losses have not yet been offset (high water mark). * Shareholders have not been penalised by the lack of a hurdle rate as the gross IRR on all of the divestments of LBO and growth capital transactions from Altamir’s inception to 31 December 2018 amounts to 15.7% (1) which greatly exceeds the standard minimum IRR of 8%.

Indirect costs: Indirect costs invoiced to the Apax funds in which Altamir invests are identical to those paid by all other investors in these funds and are therefore in line with the market conditions as of the date the funds were created. They comprise: n Management fees: The management fees for the Apax France VIII-B, Apax France IX-B, Apax VIII LP and Apax IX LP funds were paid or recognised in 2018 at the rates indicated below.

MANAGEMENT FEES PAID IN 2018: Fund

Management fees

Apax France VIII-B Apax France IX-B

0.97% incl. VAT on capital committed (post-investment period) 1.57% incl. VAT on capital committed (investment period) 1.30% incl. VAT on invested capital (post-investment period) 1.375% incl. VAT on capital committed (investment period)

Apax VIII LP Apax IX LP

n Carried interest: Apax France VIII-B Apax France IX-B Apax VIII LP Apax IX LP

20% of the realised or unrealised capital gain due to the managers of these funds, i.e. Apax Partners SAS and Apax Partners LLP, provided the 8% minimum annual IRR (hurdle rate) is exceeded.

Altamir has opted for a conservative accounting policy under which it recognises a provision for carried interest, even if the hurdle rate is not achieved in a given year. As of 31 December 2018, the IRR of the Apax France VIII, Apax France IX, Apax VIII LP and Apax IX LP funds exceeded the hurdle rate. TheApax Development andApax Digital funds, which are at the beginning of their investment period, have no unrealised capital gains.

(1) Figure audited by Ernst & Young.

54 Registration document ALTAMIR 2018

www.altamir.fr