Altamir - 2018 Registration document

Corporate Governance Report of the Supervisory Board

Management and supervisory bodies

Peter Gale (62) is head of private equity and Chief Investment Officer at Hermes GPE. He is responsible for private equity investment decisions and for all aspects of Hermes GPE’s private equity investment process. He leads the co-investment programme and is responsible for decisions taken with regard to allocation and strategy for individual client portfolio construction. He has 34 years of investment experience, including 25 years in private equity. Mr Gale is a member of the Hermes GPE Management Committee and Chairman of the Private Equity Investment Committee. Previously he was Managing Director and CIOof the Hermes GPE predecessor organisation, Gartmore PrivateEquity. Before thatMr Galewas InvestmentManager of the NationalWestminster Bank PensionFund (later known as theRBS GroupPension Fund). Hewas responsible for all investments, and initiated both the private equity and co-investment programmes. For 23 years, he was a director of HgCapital Trust (formerly Mercury Grosvenor Trust plc). Mr Gale holds a BA in Economics from the University of Exeter and an MSc in Economics from the University of Oxford. James Mara (72) was a Managing Director at GE Asset Management for 20 years, until 2014. During that time he built up a $2bn international private equity business, raised and managed two international LBO funds andunderwrote numerous investments in Europe, Russia, North and Southeast Asia, and Latin America. Previously Mr Mara was based in London, where he spent five years as deputy treasurer providing financing to GE’s international mergers and acquisition team. Prior to joining the GE group, Mr Mara headed the treasury function of RJR Nabisco in London for four years. Before that he held several tax management and advisorypositions for US corporations. MrMara holds an LLM in tax law from Boston University, a JD from the University of Connecticut and a BS from Fairfield University. Eddie Misrahi (64) joined Apax Partners in 1991 as a Partner in charge of TMT investments. He has supported the growth of both young, innovative companies and more mature companies through development financing and buyout transactions. Mr Misrahi became Deputy Chief Executive Officer of Apax Partners SA in 2007 and Chairman and Chief Executive Officer of Apax Partners SAS in 2008. He started his career at McKinsey & Co. in Paris then in Mexico City, before working at an American telecommunications group in the United States. In 2007–08 he waspresident of theAFIC(AssociationFrançaisedes Investisseurs pour la Croissance, renamed France Invest in 2018). Mr Misrahi is a graduate of Ecole Polytechnique and holds anMBA fromHarvard Business School. MauriceTchenio (75)isChairmanofAltamirGérance,andChairman and CEO of Amboise Partners SA (formerly Apax Partners SA). He is alsoChairmanof theAlphaOmega Foundation. Hebegan his career as an assistant professor of finance at HEC, before taking a position as project leader at the Institut de Développement Industriel (IDI, Paris), an investment bank specialising in equity investments. In 1972, he founded Apax Partners with Ronald Cohen and Alan Patricof. Today, Apax Partners is a global private equity leader. From 1972 to 2010, he was the Chairman and CEO of Apax Partners, the Group’s French arm. In 1995, he created Altamir, a listed private equity company. In 2010, he created AlphaOmega, a venture philanthropy foundation recognised for its public interest. He is a co-founder of AFIC (Association Française des Investisseurs pour la Croissance, renamed France Invest in 2018) and former director of EVCA (European Private Equity andVenture Capital Association, renamed Invest Europe). Mr Tchenio has degrees from HEC and Harvard Business School, wherehewas aBaker Scholar andgraduatedwithhighdistinction.

Romain Tchenio (43) is a graduate of ESCP Europe. He began his career as a financial analyst with PricewaterhouseCoopers Corporate Finance. He joined Toupargel in 2004 as an agency manager in Marseille. He was appointed Southwest Regional Manager in 2006 then Sales Director, a position he held from2010 to 2013. He was named CEO of Toupargel Groupe in July 2013, and Chairman and CEO in early January 2017. Altamir Gérance has no role of corporate officer, other than that of Management Company. In accordance with Section 14.1 of Appendix 1 of EC Regulation 809/2004, the positions and appointments held by Maurice Tchenio are listed in Section 2.1.5. In accordance with the provisions of Article 20.4 of the Articles of Association and of Article 1.1 of the Supervisory Board’s Rules of Procedure, any amendment to the co-investment agreement between the Company and Amboise Partners SA must be authorised by the Supervisory Board, after reviewing the management report, by a two-thirds majority vote of members present or represented. In accordance with the provisions of Article 20.3 of the Articles of Association and of Article 1 of the Supervisory Board’s Rules of Procedure, the Management Company must consult the Supervisory Board: n on the applicationof valuation rules toportfolio companies; and n on any potential conflicts of interest. In addition, pursuant toArticle 1.1 of the SupervisoryBoard’s Rules of Procedure, the Manager must also consult the Supervisory Board prior to accepting any new appointment in another listed company. There arenoother formal limitations imposedon theManagement Company. The Supervisory Board considers, however, that given the procedures in place, the Management Company is not in a position to abuse its powers. Investors should note that the Company invests pari passu with private equity funds managed by Amboise Partners SA. The Company also invests directly inprivate equity fundsmanagedby ApaxPartners SASand in the funds advisedbyApaxPartners LLP. Amboise Partners SA is headedbyMaurice Tchenio, who controls and manages Altamir Gérance SA, the Company’s Management Company. Potential conflicts of interest that may arise from this structure are covered by the co-investment agreement between Amboise Partners SA and Altamir, described in Section 1.3.8 of the Registration Document. Further information on conflicts of interest may be found in Section 2.1.6. Apax Partners SAS is headed by Eddie Misrahi. Apax Partners LLP is headed byAndrewSillitoe andMitch Truwit. CONFLICTS OF INTEREST LIMITATIONS ON THE POWERS OF THE MANAGEMENT COMPANY

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ALTAMIR 2018

Registration document