Altamir - Registration Document 2016

FINANCIAL AND LEGAL INFORMATION

Business description

Newamendments to theArticles of Associationwere approvedby shareholders at their 29 March 2012 Combined General Meeting. The purpose of these new amendments is to extend the modus operandi to future funds or entities managed by Apax Partners MidMarket as well as those advised by Apax Partners LLP. The total subscription of the Company in Apax France VIII-B was €277m. In 2016, Altamir committed between €226m and €306m to Apax France IX, the new fund raised by Apax Partners MidMarket. This amount can be adjusted every sixmonths based on the Company’s foreseeable cash position. Investment via funds managed by Apax Partners LLP, the first being Apax VIII LP, raised in 2012 In 2012, Altamir expanded its international investment strategy to include investments in the funds advised by Apax LLP, which allowed the Company to: i. remain faithful to its investment strategy: Apax Partners LLP and Apax Partners France share the same investment strategy. They invest in growth companies as the majority or lead shareholder, with ambitious value-creation objectives, and they specialise in the same sectors; ii. diversify geographically and in terms of transaction size: Apax Partners LLP invests in Europe (outside France), North America and the principal emerging economies (Brazil, China, India), relying on its well-staffed team of 100 experienced professionals distributed across its eight offices worldwide. Apax Partners LLP carries out its LBO and growth capital transactions on larger companies: €1-5bn in enterprise value, vs. €100m-€1bn for Apax Partners France; iii. capitaliseontheperformanceof twomanagement companies (Apax Partners LLP and Apax Partners MidMarket) that are leaders in their respective markets. In 2012, Altamir made a commitment to invest €60m in the Apax VIII LP fund, which is advised by Apax Partners LLP. In 2016, the Company made a commitment to invest €138m in the Apax IX LP fund. Thehalf-yearlyadjustmentmechanismdoes not apply toAltamir’s investment in this fund. When an investment identified by Apax Partners for its funds requires a capital investment exceeding an amount that the funds wish to commit out of their own capital, the funds’ investors are inmost cases invited to co-invest in the newportfolio companies, should they wish to. In the interest of optimising its treasury management, Altamir has informed the two management companies, Apax Partners MidMarket and Apax Partners LLP, of its interest in participating in co-investment transactions. The first co-investment of this kind was made in December 2013 when Altamir co-invested alongside Apax France VIII in Snacks Développement. Two additional co-investments were made in 2016, in Marlink and InfoVista. Occasionally, in co-investment alongside these funds

As of 31 December 2016, the Apax France VII fund was fully invested and can therefore make no new investments. However, it may be required to make follow-on investments in existing portfolio companies. The Company therefore also has a residual commitment to co-invest its share, estimated to be in the region of €2m.

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SINCE 2011

Investment via the funds managed by Apax Partners MidMarket, the first being the Apax France VIII fund, raised in 2011 At the end of 2010, as part of the Company’s long-standing succession planning, Maurice Tchenio, the founder of Apax Partners SA, transferred responsibility for the future development of Apax Partners France to his partners, under the supervision of Eddie Misrahi. Accordingly, a newmanagement company was created: Apax Partners MidMarket SAS, approved by the AMF (Autorité des Marchés Financiers). Thus, for the first time since Altamir was launched, decision- makingpower forAltamirGéranceand themanagement company of theApax France VIII private equity fundwere no longer vested with the same person. Consequently, it was decided that Altamir would now invest through the Apax France VIII fund rather than in each company individually alongside the fund, as was previously the case. In practice, in the previous configuration, Altamir’s decision to invest alongside the Apax funds consisted in determining the co-investment percentage at the launch of each new fund, and to refining this percentage at the start of each half-year period based on Altamir’s available cash. In the new configuration, the decisions to be made are virtually identical: on the launch of the FranceVIII fund, Altamir determined theminimumandmaximum amounts that itwanted to invest in the fund. As in thepast, Altamir has the option of refining this percentage at the start of each half-year period. In the new configuration as in the previous one, the Management Company of Altamir has no influence over investment and divestment decisions. Altamir invests in a dedicated fund called “Apax France VIII-B”, in whichAltamir is the only investor. All other investors are grouped in the fundcalled “ApaxFranceVIII-A”. The fundoperates in such a way as toenableAltamir to recognise capital gains ondivestments in its income statement as soon as they are realised, thereby ensuring maximum accounting transparency without penalising the Company’s ability to pay dividends. Shareholders approved the changes to theArticles of Association resulting fromthesenewprocedures at their 29April 2009General Meeting. Since 2011, Altamir has investeddirectly in the FPCI Apax FranceVIII-B. All measures have been taken to ensure that there is no change regarding recognition of income nor double invoicing of management fees. Similarly, to avoid double payment of carried interest on the performance of the Apax France VIII-B fund, the fraction of Altamir’s income deriving from this fund is excluded from the calculation of payments to the general partner and Class B shareholders.

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REGISTRATION DOCUMENT 1 ALTAMIR 2016