Altamir - Registration Document 2016

FINANCIAL AND LEGAL INFORMATION

Business description

1.3.8 ALTAMIR’S DECISION-MAKING PROCESS

advice on valuations: calculating the value of directly held investments, reviewing the valuations applied by the funds in which Altamir has invested, advice on cash management and negotiation of credit lines. Payment under the agreement is equal to95%of the remuneration due to the Management Company under the Articles of Association. Owing to the amendment to the Rules of Procedure adopted by shareholders at their 30 November 2006 meeting, all amounts paid by Altamir to Apax Partners SA under this contract are subtracted from the remuneration allocated to the Management Company. An amendment to the 30 November 2006 investment advisory agreement betweenApax Partners SAandAltamir was approved by the Supervisory Board on 5 March 2013. The purpose of this amendment, which took effect as of 1 January 2013, is to put the investment advisory agreement on the same footing as the new wording of Article 17 of the Articles of Association, which shareholders approved at their Special General Meeting of 29 March 2012. Under Article 17, the nominal value of shares held by Altamir not only in the Apax France VIII-B fund but also in all other Apax entities is now excluded from the basis used to calculate Apax Partners SA’s remuneration. This investment advisory agreement was entered into for an indefinite period. Nevertheless, either party can terminate it, in accordance with the law, if the other party fails to meet one of its obligations and has not cured the breach within 30 days from formal notification. In 2016, the investment advisory agreement covered the following transactions: i) investments and commitments: subscription commitment of €220m-€300m in the Apax France IX fund, subscription commitment of €138m in the Apax IX LP fund, follow-on co-investment in Snacks Développement, study of other co-investments that were not undertaken; ii) divestments: sale of InfoPro Digital, sale of Capio, partial sale of Gfi Informatique, sale of Unilabs, planned IPO of Alain Afflelou; iii) value creation: participation in the Board meetings of portfolio companies, THOM Europe’s acquisition of Stroili, the leading Italian jewellery andwatches retailer, and of theOroVivo subsidiary in Germany, co-investment in Marlink, co-investment in InfoVista,

1

The Board of Directors of Altamir Gérance defines Altamir’s investment strategy and its three- to five-year asset allocation policy. Decisions to invest in or exit from funds are also made by the Board of Directors. Co-investment decisions are delegated to the Chairman of the Board of Directors. The Board ensures that asset allocation rules are adhered to and is responsible for monitoring the performance of the investments made. For decisions to invest or co-invest in a fund, or exit an investment, Altamir has recourse to the services of ApaxPartners SA, as stated in the investment advisory agreement and the co-investment charter below. After the proposals have been studied by its team, Apax Partners SA’s investment committee, composed of Maurice Tchenio and Patrick de Giovanni, formulates recommendations for Altamir Gérance. Altamir Gérance, the Company’s Management Company, signed an agreement with Apax Partners SA on 2 January 1996 under which Apax Partners SA furnished to Altamir Gérance the investment advisory services inherent in managing a private equity portfolio. This contract was terminated on 30 November 2006, at which time a new, similar investment services agreement was executed between Altamir and Apax Partners SA directly. Under this subsequent agreement, authorised by the Company’s Supervisory Board at its 12 October 2006 meeting, Apax Partners SA provides the following services directly to Altamir, rather than to its Management Company as previously: advice on investment and divestment activities: investment anddivestment of assets heldalongside theApax Funds, allocation of assets in order to make subscription commitments inApax Funds and to size these commitments as a function of forecast cash flows, co-investments alongside the Apax Funds to optimise portfolio performance; advice on value creation within the portfolio: investment management, participation of members of the management team in the governing bodies of portfolio companies, acquisition assistance (“build-up” transactions), monitoring the portfolio and providing information used in reporting; INVESTMENT ADVISORY AGREEMENT

51

REGISTRATION DOCUMENT 1 ALTAMIR 2016