Altamir - 2018 Registration document

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Corporate Governance Report of the Supervisory Board Remuneration and benefits of managers and corporate officers

2.2.2 REMUNERATION OF THE MANAGEMENT COMPANY

SA for transactions on Company assets, and of amounts paid by portfolio companies, will be deducted from the Management Company’s remuneration. Nevertheless, professional fees and reimbursement of expenses deriving fromsecondments of Apax Partners’ salariedmanagers to companies in the portfoliowill not be deducted from the Management Company’s remuneration. The remuneration, inclusive of tax, of theManagement Company will be reduced by an amount equal to the par amount of the shares held by the Company in fundsmanaged by Apax Partners SASandApaxPartners LLP, and in any entitypayingmanagement fees to an Apax management entity, multiplied by the average annual rate, inclusive of tax, for calculating themanagement fees of theseprivate equity funds. Should this rate varyduring the year, the sum is calculated on a pro rata basis. The remuneration received by theManagement Company covers theCompany’s administrative andoverhead expenses, the fees of Amboise Partners SA and of any other investment advisors, and theCompany’s researchand investment trackingcosts. As a result, the professional fees paid by the Company to the investment advisory company under the advisory agreement between them arealsodeducted fromtheManagementCompany’s remuneration defined above. The Management Company’s remuneration is paid in four estimated amounts at the start of each calendar quarter, each equal to 25%of the previous year’s remuneration. The total annual remuneration, as determined above, is adjusted at the end of the fourth quarter. AmboisePartnersSAreceives95%of theManagementCompany’s remuneration, under the investment advisory agreement concluded in 2006 between theCompany andAmboise Partners SA. Altamir pays no remuneration directly toApax Partners SAS or to Apax Partners LLP. The management fees are paid by the funds managed by these entities. Any additional remuneration paid to the Management Company must be decided by shareholders at their Ordinary General Meeting, with the approval of the general partner.

MANAGEMENT FEES

Pursuant to Article 17.1 of the Company’s Articles of Association, the Management Company receives annual remuneration, exclusive of tax, equal to the sum of two half-year remuneration amounts, calculated as follows: n remuneration for the first half of the calendar year is equal to 1% of the higher of the following two amounts at the close of the previous financial year: n share capital plus share premiums, n shareholders’ equity of the Company before allocation of net income. Should there be a capital increase during the first half of the financial year in question, first-half remuneration will be increasedby 1% (exclusive of tax) of the amount of the increase, including any related premiums, calculated pro rata from the date of the capital increase until the end of the first half of the year; n remuneration for the second half of the calendar year is equal to 1% of the higher of the following two amounts as of 30 June of the financial year in question: n share capital plus share premiums, n shareholders’ equity of the Company before allocation of net income. Should there be a capital increase during the second half of the financial year in question, second-half remuneration will be increased by 1% (exclusive of tax) of the amount of the increase, including any relatedpremiums, calculated pro rata fromthe date of the capital increase until the end of the second half of the year. A percentage (corresponding to the Company’s share) of the amount of anyprofessional fees, attendance feesandcommissions received by the Management Company or by Amboise Partners

98 Registration document ALTAMIR 2018

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