Altamir - Registration Document 2016

1

FINANCIAL AND LEGAL INFORMATION Presentation and history of the Company

www.gfi.fr

1) Business description Itefin Participations, a holding company controlled by the Apax Funds, holds 18.5% of the capital of Gfi Informatique. Gfi Informatique is listed on Euronext Paris, Compartment B. Gfi Informatique is a major player in value-added IT services and software in France and Southern Europe. The group provides its customers with expertise in consulting, system integration, outsourcing and software solutions. It covers all stages of the information system life cycle and caters mainly for large companies, public entities and local authorities. It has about 14,000 employees, over 40 branches in France and eight international agencies in Europe and Morocco. 2) Why did we invest? Gfi is one of the four leading France-centered IT firms. It also has operations in Spain andBenelux, with a strongly established customer base and a unique presence in the highly attractive packaged software business. The company combines several competitive advantages, including its large size to be able to manage large IT projects (e.g. ERP implementation); strong local presence in Southern Europe; sector-focused expertise and organisation in Banking, Telecom, Public Administration and Industry; and industrialised processes allowing it to deliver cost-effective services. 3) How do we intend to create value? Gfi has significant growth potential, based on an annual growth rate of about 2% in the underlying European IT services market, complemented by an acquisition strategy focusing on value- added targets. Thanks to its size, Gfi can act as a consolidator in a fragmented but consolidating IT services industry. The group is managed by a team of successful IT service entrepreneurs, whohave sparkeda transformationof thegroup’s business model around service centers (in France and near shore) that will result in enhanced productivity and profitability. 4) What has been achieved? Since investment, the company has refocused on more value- added activities (launch of a newstrategy organisedby business sector, enabling the company to address bigger projects with highermargins) andon its coremarkets (divestment of the Italian subsidiary and the Canadian operations in 2010 and 2012). The company has been very active in terms of build-up with 20 acquisitions completed.

Management and governance were strengthened with the appointment of anewChairmanandCEO in2009 (formerlyCOO France), as were the executive management team (including a new CFO in 2009) and the Board of Directors. TheCompany significantlydecreased indebtedness in 2015 after conversionof itsOCEANEbonds intonewshares, whichprovides Gfi with significant firepower for future acquisitions. 5) How is it performing? In 2016, Gfi continued to expand and to transition its business mix towards greater value-added services. The year was marked by strong organic growth and the group’s successful international expansion. Following the acquisitions of Impaq in Eastern Europe, Efron in Spain and South America, and Roff in Portugal, South America and Angola, international business nowaccounts for 25%of Group sales (with acquisitions pro forma over 12 months). In France, Gfi signed a major outsourcing contract with 3SI (Otto Group) and acquired Metaware, a company specialised in modernisation of large systems. Group revenuebroke through theonebillionmark in2016, ending the year at €1,015.4 million, up by 13.6% compared with 2015 on a reported basis and by 8.1% on a like-for-like basis. EBITDA totalled€80.1million, up 15.1%. Thegroup’s operatingprofit came to €61.7 million, i.e. 6.1% of revenue, corresponding to a 5.1% increase in value. 6) How will we crystallise value? In November 2015, Apax France VII, Altamir and Boussard & Gavaudan, Gfi’s main shareholders, entered into exclusive negotiations with the Qatari group Mannai Corporation, with a view to selling 51% of the group’s share capital at a price of €8.50per share, representing a 34%premiumover Gfi’s volume- weighted average share price during the 20 trading days prior to 20 November 2015. Following this transaction, which closed on 22 June 2016, Apax France VII andAltamir nowown 18.5%of the share capital of the company (through its holding company Itefin). Apax France VII, Altamir, Mannai and Boussard & Gavaudan, acting in concert, jointly control 95.2% of Gfi’s share capital. The terms of the transaction providemechanisms to ensure that the historical shareholders can dispose of their shares by the end of 2018.

Sector

Country

Date of investment

Residual cost in €m

Fair value in €m

% of the portfolio at fair value

France

2007

24.6

30.4

3.5

34 REGISTRATION DOCUMENT 1 ALTAMIR 2016

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