Altamir - 2018 Registration document

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Corporate Governance Report of the Supervisory Board

Management and supervisory bodies

This part of the report of the Supervisory Board on corporate governance has been prepared in accordance with Article L. 226-10-1 of the French Commercial Code. The report was prepared by the Supervisory Board in collaboration with the Company’s internal departments. It was approved by the Supervisory Board at its meeting of 12 March 2019. Altamir applies the Afep-Medef Corporate Governance Code for listed companies, published in December 2008 and updated in June 2018. The Code can be found at: www.medef.com. The Company fully adheres to the Code’s guidelines.

2.1 MANAGEMENT AND SUPERVISORY BODIES

2.1.1 SCA ( SOCIÉTÉ EN COMMANDITE PAR ACTIONS , OR FRENCH PARTNERSHIP LIMITED BY SHARES) Asapartnershiplimitedbyshares,theCompanyhastwocategories of partners with very different rights and responsibilities: n a general partner with unlimited liability for the Company’s debts and whose rights are not freely transferable; only the general partner can appoint or dismiss the managers of the Company; n limited partners (or shareholders), whose liability is limited to the amount of their contributions and whose rights are represented by freely transferable shares; these shareholders are divided into two categories: n holders of ordinary shares, who have voting rights enabling them to elect a Supervisory Board whose role is to monitor the management of the Company, n holders of Class B preferred shares, who do not have voting rights. Collective decisions therefore require the approval both of the limited partners who hold ordinary shares (and vote at General Meetings) and of the general partner. However, the appointment and dismissal of Supervisory Board members are under the sole authority of the limited partners holding ordinary shares, while the appointment and dismissal of theManagement Company are under the sole authority of the general partner. The appointment and dismissal of Statutory Auditors and non-voting Board members, the distribution of annual dividends, and the approval of regulated agreements also fall under the sole authority of the limited partners holding ordinary shares. Collective decisions modifying the rights of limited partners holding Class B shares are also subject to the approval of those holders of Class B shares at a Special General Meeting. The Management Company has the broadest powers to act on behalf of the Company in all circumstances. In its dealings with partners, the Management Company has the broadest powers to carry out all ongoing management activities. Specifically, the Management Company is responsible for identifying, evaluating and determining the Company’s investments and divestments.

To perform itsmission, theManagement Companymay call upon the experts or advisors of its choice, particularlyAmboisePartners SA(the “InvestmentAdvisor”), whowill advise theCompanyon its investments and divestments but will not have the power to take decisions on behalf of the Company. The relationship between the Company and the Investment Advisor is governed by an investment advisory contract and a co-investment agreement, the terms of which are approved pursuant to Article L. 226-10 of the French Commercial Code.

2.1.2 THE GENERAL PARTNER AND MANAGEMENT COMPANY

The Company’s general partner, which is also its Management Company, is Altamir Gérance, a French public limited company (sociétéanonyme) withsharecapital of €1,000,000. TheCompany is registered under number 402 098 917 of the Paris commercial registry, and its registered office is at 1, rue Paul Cézanne, 75008 Paris (France). The Management Company’s functions are not limited in time. During the Company’s existence, the general partner has sole responsibility for appointing the Management Company. A Manager’s functions are terminated upon death, disability, prohibition, receivership or liquidation, removal from office, resignation or upon reaching the age of 75. This age limit has been extended to 80 for Maurice Tchenio, in his capacity as head of Altamir Gérance, the Company’s Management Company. Any removal of a Manager from office is decided by the general partner. If the Manager is also the general partner and loses the status of general partner, he or she also loses, automatically and without any further procedure, the status of Manager. Altamir Gérance has a Board of Directors whose five members contribute their experience as private equity professionals and corporate chief executives.

84 Registration document ALTAMIR 2018

www.altamir.fr