Altamir - 2018 Registration document

Corporate Governance Report of the Supervisory Board

Management and supervisory bodies

COMPOSITION OF THE BOARD AND AUDIT COMMITTEE AS OF 31 DECEMBER 2018

Start of 1st term Seniority End of term

Age Gender Nationality

Main functions outside the Company

Board member

Independence status

Expertise and experience

Number of shares held

Audit Committee

4 June 2007 11 years General Meeting to be held in 2020 Independent 24 April 2014 4 years General Meeting of 29 April 2019 Independent 24 April 2014 4 years General Meeting to be held in 2020 Independent 28 April 2004 14 years General Meeting of 29 April 2019 Not independent 26 April 2006 12 years General Meeting of 29 April 2019 Not independent 26 April 2018 1 year General Meeting to be held in 2020 Independent

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Expertise in Consumer sector Expertise in private equity and financial services Expertise in finance and the Consumer sector Expertise in private equity and the Healthcare sector

Business Angel Chairman of A&A Partners

70 French man

412,221

No

Jean-Hugues Loyez

Member of several Boards of Directors

of charitable organisations

62 Dutch woman

1,000 Chairwoman

Marleen Groen

48 French woman

Sophie Etchandy-Stabile

-

1,000 Member

Venture Partner in Sofinnova Partners Chairman of PHS Consultants SAS Director and Chairman of the Audit Committee of Galeries Lafayette

69 French man

33,494

Member

Gérard Hascoët

Expertise in the TMT sector

75 French man

2,128

No

Philippe Santini

Strategy consulting and

Chairman and founder of Estin & Co.

68 French man

M&A 1,000

No

Jean Estin

Gérard Hascoët and Philippe Santini, have been members of the Supervisory Board since 28 April 2004 and 26 April 2006, respectively. Therefore they are not considered independent because they do not meet the Afep-Medef Code criterion that requires less than 12 years of seniority. However, the Supervisory Board notes that Mr Hascoët and Mr Santini have always acted independently and continue to do so, and that their contribution to the Board is essential for Altamir. NoBoardmember had a business relationshipwith the Company in 2018. It is specifically noted that Jean-Hugues Loyez, Chairman of the Supervisory Board, is independent with regard to the Afep- Medef Code criteria. He had no business relationship with the Companyduring thepast year. In addition, he receivedno variable remuneration in cash or securities, nor any remuneration tied to the Company’s performance. The composition of the Supervisory Board has changed since the General Meeting on 26 April 2018, as Mr Besson did not seek reappointment. This prompted theNominationandRemuneration Committee topropose that shareholders at their General Meeting appoint Jean Estin as a member of the Supervisory Board. He was appointed at the General Meeting of 26 April 2018 for a two- year term, i.e. until the end of the General Meeting to be held in 2020 to approve the financial statements for the year ending 31 December 2019.

Jean-Hugues Loyez acquired 250,123 shares on 18 October 2018. Thisacquisitionwasdeclared to theAMFunder no. 2018DD580761. The members of the Board held a total of 450,971 shares at the date of this report, as Gérard Hascoët had acquired 128 shares in February 2018. This acquisition was declared to the AMF under no. 2019DD595433. No Board member is currently exercising an appointment in a listed company (outside the Group) except for Sophie Etchandy- Stabile, who is on the Boards of three listed companies, Unibail, Spie, and Ingenico. The Company does not have a dedicated Nomination and Remuneration Committee. However, Altamir’s Supervisory Board has decided to meet as the Nomination and Remuneration Committee at least once a year to examine issues related to remuneration of the Management Company and the members of the Board, and to examine the composition of the Board and the Audit Committee (see section on the Nomination and Remuneration Committee). The Board includes two women and four men, a female/male ratio that is consistent with legal provisions (Art. L. 226-4-1 of the French Commercial Code). The members of the Supervisory Board are all French nationals except for Ms Groen, who is Dutch. More than half of the Board members are independent, in accordance with the requirements in paragraph 8.5 of the Afep- Medef Code (see table below). Two members of the Board,

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ALTAMIR 2018

Registration document