Altamir - Registration Document 2016

1

FINANCIAL AND LEGAL INFORMATION

Business description

iii) Similarly, in the event of a reinvestment, the percentages invested by Altamir and the fund managed by Apax Partners are the same as those of the initial investment (and not those in effect as of the date of the reinvestment, if different). iv) Altamir shares expenses of any kind incurred during the investment or the divestment ( e.g . due diligence, legal fees etc.) according to the samepercentages, includingwhen these expenses pertain to projects that did not come to fruition. The same applies to the cost of liability insurance for the directors and corporate officers of portfolio companies proposed by Apax Partners and to amounts claimed fromthemas personal liability, except in the event of serious or wilful misconduct. v) Apax Partners SAmay inviteAltamir to acquire securities from a fund it manages only if it will be a nominee for less than six months or if accompanied by the necessary precautions to ensure the independent nature of the transaction, such as an outside investor concurrently taking at least 25% of the new round of financing, an auction procedure or an independent expert valuing the transaction. This agreement went into effect on 4 June 2007, the date the merger of Altamir andAmboise Investissement became effective. Apax Partners SAandAltamir have also agreed, with the approval of the latter’s Supervisory Board, that when the structure of an initial investment becomes definitive only after a certain period, the co-investment percentagewill be the one existing at the time the initial investment was set. The acquisition of a block of shares of a listed company (such as Prosodie) leading to a mandatory takeover bid, a delisting or a syndication is an example of this. No co-investment agreement is planned between Altamir and ApaxPartnersMidMarketSAS, inasmuchasAltamir has subscribed directly to the funds managed by Apax Partners MidMarket SAS. The same applies to the relationship with Apax Partners LLP.

several acquisitions undertaken by Altran, several acquisitions undertaken by Gfi Informatique, monthly monitoring of the Apax France VII portfolio companies and Albioma, quarterlymonitoringof theportfoliocompanies held through the Apax France VIII, Apax France IX, Apax VIII LP and Apax IX LP funds; iv) valuation: quarterly reviews of portfolio valuations; v) managing cash and credit lines: optimising investments, renegotiating overdraft facilities with a banking pool. As previously indicated, on 23 April 2007, the Company signed a co-investment agreement with Apax Partners SA. The principal features of this agreement are detailed below. Any change to the agreement must be authorised by a two- thirds majority of the present or represented members of the Supervisory Board, and based on a report from theManagement Company. WhenAltamirmergedwithAmboise Investissement, theManager of Altamir took advantage of the opportunity to formalise the rules under which Altamir had been co-investing alongside the funds managed by Apax Partners SA since 1996, but without changing them fundamentally, and to codify them in a co- investment agreement with Apax Partners SA. This agreement, authorised by Altamir’s Supervisory Board on 23 April 2007, includes the essential terms of the co-investment agreement that Amboise Investissement had signed with Apax Partners SA prior to its IPO in March 2006. Given that the Apax VII fund is 100% invested, this agreement nowapplies only to follow-on investments in the existingportfolio and to divestments. It is organised around the following general principles: On 1 July 2007, the co-investment percentages were set at 57% for the Apax France VII fund and 43% for Altamir. i) Apax Partners SA agrees to invite Altamir to participate pari passu , at the aforementioned percentage, in any investment carried out by Apax France VII. ii) Altamir performs every divestment, whether partial or total, that Apax Partners SA proposes. Such divestments are realised in proportion to the respective holdings of the Apax Partners SA funds and Altamir. CO-INVESTMENT AGREEMENT BETWEEN ALTAMIR AND APAX PARTNERS SA CO-INVESTMENT AGREEMENT

1.3.9 APAX PARTNERS TEAMS

APAX PARTNERS FRANCE

Apax Partners has one of the largest and most experienced private equity teams in France. Over the last 30 years, the Apax Partners France team has initiated, backed, monitored and sold investments in companies during all phases of the economic cycle. It has proven its stability, as the ten partners have an average seniority at Apax Partners of 26 years. Average seniority among the other Apax professionals – senior principals and principals – is approximately seven years.

52 REGISTRATION DOCUMENT 1 ALTAMIR 2016

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