Altamir - 2018 Registration document

Corporate Governance Report of the Supervisory Board

Management and supervisory bodies

Committee, examines the independence of the candidates. At its meeting of 12 March 2019, the Board reviewed Anne Landon’s candidacy. After confirming that Ms Landon met all criteria for independence as defined by the Afep-Medef Code (see table below), theBoard concluded that shequalified as an independent candidate.

Outlined beloware the Board’s conclusions on the independence of current Board members whose term is to be renewed at the next General Meeting. In accordance with the Supervisory Board’s Rules of Procedure, each member holds at least 1,000 shares in the Company.

2

As of 31 December 2018, the Board members held, either directly or indirectly, 450,843 shares in the Company.

2018 1,000

2017

(number of shares)

Jean Estin

-

Jean Besson

-

50,749

Sophie Etchandy-Stabile

1,000 1,000

1,000 1,000

Marleen Groen Gérard Hascoët

33,494 412,221

33,494 162,098

Jean-Hugues Loyez

Philippe Santini

2,128

2,128

TOTAL

450,843

250,469

As previously mentioned, the number of shares held by the members of the Board was 450,971 as of the date of this report. As the Company does not have any employees, there are no employee representatives on the Supervisory Board. For the purpose of their appointment, the members of the Supervisory Board are domiciled at the Company’s principal office: 1, rue Paul Cézanne, 75008 Paris (France)

SUPERVISORY BOARD RULES OF PROCEDURE

THE WORK OF THE SUPERVISORY BOARD

A newprocedure incorporating the newprovisions applicable as a result of the market abuse and audit reforms, and of the most recent Afep-Medef Code guidelines, was submitted to the Board on 2 February 2017 and approved by the Board at its meeting on 6 March 2017. The changes concern: n the Audit Committee’s new powers to appoint Statutory Auditors and to approve services other than the certification of financial statements; n the definition of independence with regard to Supervisory Board members; n the change in rules related to the possession of privileged information and to the disclosure of securities transactions. It covers the following areas: n the role, composition and operating procedures of the Supervisory Board and Audit Committee; n evaluation of the Supervisory Board and Audit Committee; n remuneration; n obligations of Supervisory Board members; n adaptation, modification, review and publication of the Rules of Procedure. The Rules of Procedure are available on the Company’s website.

The Supervisory Boardmet 14 times in 2018. The attendance rate was 93%: Jean Besson 100% Jean Estin 78% Sophie Etchandy-Stabile 79% Marleen Groen 93% Gérard Hascoët 100% Jean-Hugues Loyez 100% Philippe Santini 100% In 2018, the Boardwas very active in Amboise SAS’s takeover bid for the Company. The Supervisory Boardmet seven times in 2018 todiscuss the takeover bid and the actions theBoard should take. The Board examined information in the management reports on valuations of companies in the portfolio, quarterly positions, half- year and annual closings, and analytical cost reporting. TheBoard also reviewed the investment and cash management strategy. In particular, it closely reviewed valuationmethods against the latest IPEV (International Private Equity andVenture Capital) valuation guidelines, to which the Company adheres.

89

ALTAMIR 2018

Registration document