Altamir - 2018 Registration document

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Corporate Governance Report of the Supervisory Board

Management and supervisory bodies

Moreover, SophieEtchandy-Stabile announcedher desire to stand down from her position as a member of the Supervisory Board as the end of the meeting held on 12 March 2019. Meeting on that date as the Nomination and Remuneration Committee, the Supervisory Board decided to co-opt Anne Landon as amember of the SupervisoryBoard, replacingMs Etchandy-Stabile, until the

end of Ms Etchandy-Stabile’s appointment, i.e. until the end of the General Meeting to be held in 2020 to approve the financial statements for the year ended 31 December 2019. Ms Landon’s appointment is subject to ratification at the General Meeting on 29 April 2019.

Pursuant to the Afep-Medef Code, the following Board members are considered independent:

Jean- Hugues Loyez

Sophie Etchandy- Stabile

Reasons for non- compliance

Gérard Hascoët

Philippe Santini

Marleen

Independence criteria *

Groen Jean Estin

The Member must not be, nor have been, in the past five years: an employee or executive corporate officer of the Company, or an employee, executive corporate officer or director of either a company consolidated by the Company, or of its parent company or of a company consolidated by the parent company; an executive corporate officer of a company in which the Company holds, directly or indirectly, an appointment as a Board member, or in which a Company employee or executive corporate officer holds an appointment as a Board member (either currently or in the past five years). Not be a major customer, supplier, or corporate or investment banker of the Company or its Group, nor carry out a significant proportion of its business with the Company or its Group Not have close family ties with a corporate officer Not have been a Statutory Auditor of the Company in the past five years Not be a member of the Board of the Company for more than 12 years Not be a controlling shareholder of the Company or its parent company (10% threshold of share capital or voting rights)

Yes

Yes

Yes

Yes

Yes

Yes

/

Yes

Yes

Yes

Yes

Yes

Yes

/

Yes

Yes

Yes

Yes

Yes

Yes

/

Yes

Yes

Yes

Yes

Yes

Yes

/

No

No

Yes

Yes

Yes

Yes

/

Yes

Yes

Yes

Yes

Yes

Yes

/

NOT INDE- PENDENT

NOT INDE- PENDENT

INDE- PENDENT

INDE- PENDENT

INDE- PENDENT

INDE- PENDENT

CONCLUSION

* Executive corporate officers include the Chairman and CEO, the CEO, the deputy CEOs of public limited liability companies (sociétés anonymes) with a Board of Directors, the Chairman and members of the Executive Board of sociétés anonymes with an Executive Board and a Supervisory Board, and the Managers or Management Companies of French partnerships limited by shares.

At their General Meeting of 29 April 2019, shareholders will be asked to renew the term of Supervisory Board member Marleen Groen, and to ratify the co-optation of Anne Landon as member of the Supervisory Board. Anne Landon (59) is a Member of the Management Committee of Banque Transatlantique and is Head of theCorporateAdvisory and Development Department. A graduate of Sciences-Po Paris, Anne Landon began her career at Banque Indosuez, where she held several positions. The first was in the Equity Investments Department, then successively she was manager of Origination in Equity Capital Markets, Head of IPOs, and the Corporate Finance manager of the Consumer Goods and Leisure sectoral

group. She joined Banque Transatlantique in 2005 where she is in charge of supporting corporate executives and of Investment Solutions advisory services, which includeprivate equity, hedging, structured products and asset allocation. Ms Landon is amember of the Boards of Banque Transatlantique Belgium and of Dubly Transatlantique Gestion. At their General Meeting of 29 April 2019, shareholders will be asked to appoint Philippe Santini and Gérard Hascoët as non- voting members. Each year, and every time an appointment or renewal is proposed, the Board, meeting as the Nomination and Remuneration

88 Registration document ALTAMIR 2018

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