Altamir - 2018 Registration document

Business description and activities

Business description

MONITORING INVESTMENTS

After the proposals have been studied by its team, Amboise Partners SA’s Investment Committee, composed of Maurice Tchenio and Patrick de Giovanni, formulates recommendations for Altamir Gérance.

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For each new investment, a value creation plan is defined and shared with the company’s management team who will be responsible for implementing the plan. The investment teammonitors investments on both operational and financial levels. The team meets regularly with the management of each company in the portfolio during Board meetings or operational review meetings. To monitor the potential, growth and valuation trends of portfolio companies, Apax Partners LLP’s cross-functional team – Operational Excellence – is often called upon to bolster and optimise value creation for a given company through specific projects. Amonthly report on themain financial and operational indicators for all of the portfolio companies is prepared by the partners. The investment team in charge of each company in the portfolio prepares a report that serves as a basis for the Monitoring Committee meetings. The Committee meets throughout the investment period. It reviews the post-acquisition plan and assesses the progress made since the investment date. In addition, all of the partners perform a complete portfolio review twice a year. The objective of this review is to update the information on each investment aswell as the expectedmultiples and IRRs for each company in the portfolio. These updated projections are then included in a performance report that serves as aguide formanaging theoverall performanceof ApaxPartners. Apax Partners has also implemented a set of administrative and internal control procedures used to track, verify, manage and document all financial and administrative transactions related to the investments and to management of the funds. The assets in the funds are valued according to the principles described in the notes to the consolidated financial statements.

INVESTMENT ADVISORY AGREEMENT

Under the investment advisory agreement between Altamir and Amboise Partners, authorised by Altamir’s Supervisory Board at its 12 October 2006 meeting, Amboise Partners SA provides Altamir with the investment advisory services inherent in managing a private equity portfolio, including: n advice on investment and divestment activities: n investment anddivestment of assets heldalongside theApax funds, n allocation of assets in order to make subscription commitments inApax funds and to size these commitments as a function of forecast cash flows, n co-investments alongside the Apax Funds to optimise portfolio performance; n advice on value creation within the portfolio: n investment management, n participation of members of the management team in the governing bodies of portfolio companies, n acquisition assistance (“build-up” transactions), n monitoring the portfolio and providing information used in reporting; n advice on valuations: n calculating the value of directly held investments, n reviewing the valuations applied by the funds in which Altamir has invested; n advice on cash management and negotiation of credit lines. Payment under the agreement is equal to95%of the remuneration duetotheManagementCompanyundertheArticlesofAssociation (see Section 2.2.2 for a description of the management fees). This investment advisory agreement was entered into for an indefinite period. Nevertheless, either party can terminate it, in accordance with the law, if the other party fails to meet one of its obligations and has not cured the breach within 30 days from formal notification. In 2018, the investment advisory agreement covered the following transactions: i) investments and commitments: n subscription commitment in the Apax Development fund, n subscription commitment in the Apax Digital fund, n study of various co-investments that were not undertaken; ii) divestments: n sale of Albioma,

1.3.8 ALTAMIR’S DECISION-MAKING PROCESS

The Board of Directors of Altamir Gérance defines Altamir’s investment strategy and its three- to five-year asset allocation policy. Decisions to invest in or exit from funds are also made by the Board of Directors. Co-investment decisions are delegated to the Chairman of the Board of Directors. The Board ensures that asset allocation rules are adhered to and is responsible for monitoring the performance of the investments made. For decisions to invest or co-invest in a fund, or exit an investment, Altamir has recourse to the services of Amboise Partners SA (see the investment advisory agreement and the co-investment charter, below).

n finalising the sale of Groupe Royer, n finalising the sale of Gfi Informatique;

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ALTAMIR 2018

Registration document