Altamir - 2018 Registration document

1

Business description and activities

Business description

iii) value creation: n participation in the Board meetings of legacy portfolio companies, n finalising Altran’s acquisition of Aricent, n monthly monitoring of the legacy portfolio companies, n quarterlymonitoringof theportfoliocompanies held through the Apax France VIII, Apax France IX, Apax VIII LP and Apax IX LP funds; iv) valuations: n quarterly reviews of portfolio valuations; v) managing cash and credit lines: n optimising investments, n renegotiating the terms and conditions of the banking pool. As previously indicated, on 23 April 2007, the Company signed a co-investment agreement with Apax Partners SA (nowAmboise Partners SA). Theprincipal features of this agreement aredetailed below. As theApax VII fund is 100% invested, this agreement now applies only to follow-on investments in the existingportfolio and to divestments. Any change to the agreement must be authorised by a two- thirds majority of the present or represented members of the Supervisory Board, and based on a report from theManagement Company. CO-INVESTMENT AGREEMENT BETWEEN ALTAMIR AND AMBOISE PARTNERS SA It is organised around the following general principles: i) AmboisePartners SAagrees to inviteAltamir toparticipate pari passu , at the aforementioned percentage, in any investment carried out by Apax France VII; ii) Altamir performs every divestment, whether partial or total, that Amboise Partners SA proposes. Such divestments are realised in proportion to the respective holdings of the Amboise Partners SA funds and Altamir; iii) Similarly, in the event of a reinvestment, the percentages invested by Altamir and the fund managed by Amboise Partners SA are the same as those of the initial investment (and not those in effect as of the date of the reinvestment, if different); iv) Altamir shares expenses of any kind incurred during the investment or the divestment ( e.g. due diligence, legal fees etc.) according to the samepercentages, includingwhen these expenses pertain to projects that did not come to fruition. The same applies to the cost of liability insurance for the Directors and corporate officers of portfolio companies proposed by Amboise Partners SA and to amounts claimed from them as personal liability, except in the event of serious or wilful misconduct; v) Amboise Partners SAmay invite Altamir to acquire securities froma fund it manages only if it will be a nominee for less than sixmonths or if accompanied by the necessary precautions to CO-INVESTMENT AGREEMENT

ensure the independent nature of the transaction, such as an outside investor concurrently taking at least 25% of the new round of financing, an auction procedure or an independent expert valuing the transaction.

1.3.9 THE ALTAMIR TEAM

The Company has no employees. Altamir is managed by Altamir Gérance. The Board of Directors of Altamir, composed of five members and chairedbyMaurice Tchenio, defines the investment andasset allocation strategies. Altamir Gérance has noemployees and relies on the investment advisory agreement betweenAltamir and Amboise Partners SA. Amboise Partners SA (formerly Apax Partners SA) is the Management Company for the French private equity funds, from the first fund created in 1983 (Apax CR) through to the Apax France VII fund raised in 2006. Based in Paris, Amboise Partners SAhas a teamof four executives, including two partners: Maurice Tchenio (Chairman) and Patrick de Giovanni. PatrickdeGiovanni (73) joinedApaxPartners in 1983 as apartner, whenthefirstfundwascreated.AgraduateofÉcolePolytechnique, he began his career at Cofror, a French consultancy specialised in IT systems, before serving for four years at the Neiman group (automotive equipment) as an internal controller. After three years in the industry surveys department of Société Générale, Mr de Giovanni formed a partnershipwith another entrepreneur to turn around Criss, an industrial valves and fittings manufacturer. At Apax Partners, he has carried out many investments in industrial andbusiness services companies, throughall types of transactions (venture capital, growth capital, LBO). He is a former president of the AFIC (Association Française des Investisseurs pour la Croissance), which became France Invest in 2018. Claire Peyssard-Moses (45) graduated from HEC in 1996. She began her career as an analyst in the Finance Department at Lafarge. She then held various positions in the financial communicationdepartments of different CAC40groups. In2006, she joined Saint-Gobain’s Financial Control department, where she participated in various projects relating to the divestment of the company’s Packaging activities (Verallia). She joined Verallia in 2010, during the IPOproject, where she took charge of Investor Relations and Communication. In 2015, she was appointed Director of Investor Relations and Financial Control at Verallia, where shemanaged successive refinancing operations as part of the LBO led by Apollo. She has been Altamir’s Investor Relations and Communications Director since October 2018. Éric Sabia (40) is a graduate of Montpellier business school and holds a BA inManagement andBusiness Administration from the University of Reading in theUnitedKingdom. He began his career in 2003 at PricewaterhouseCoopers in Luxembourg and then in Paris, where he spent five yearsworkingas aSupervisor/Auditor in the Financial Services department. He has significant experience in private equity, having spent eight years at Fondinvest Capital, a fund-of-fundsManagement Company, where he held the position of deputyCFO fromMarch 2008, andCFO fromJanuary 2013. He was appointed Chief Financial Officer of Altamir in August 2016.

58 Registration document ALTAMIR 2018

www.altamir.fr