Altamir - Registration Document 2016

2

CORPORATE GOVERNANCE

Company management and governing bodies

2.1 COMPANY MANAGEMENT AND GOVERNING BODIES

2.1.1 SCA (SOCIÉTÉ EN COMMANDITE PAR ACTIONS OR FRENCH PARTNERSHIP LIMITED BY SHARES) Asapartnershiplimitedbyshares,theCompanyhastwocategories of partners with very different rights and responsibilities: a general partner with unlimited liability for the Company’s debts and whose rights are not freely transferable. Only the general partner appoints or dismisses the managers of the Company; limited partners (or shareholders), whose liability is limited to the amount of their contributions and whose rights are represented by freely transferable shares. These shareholders are further divided into two categories: holders of ordinary shares, who have voting rights enabling them to elect a Supervisory Board, whose role is to monitor the management of the Company, holders of Class B preferred shares, who do not have voting rights. Collective decisions therefore require the approval of the limited partnerswho holdordinary shares (and vote at General Meetings) and that of the general partner. However, the appointment and dismissal of Supervisory Board members are under the sole authority of the limited partners holding ordinary shares, while the appointment and dismissal of theManagement Company are under the sole authority of the general partner. The appointment and dismissal of Statutory Auditors and non-voting Board members, the distribution of dividends for the year, and the approval of regulatedagreements also fall under the soleauthority of the limited partners holding ordinary shares. Collective decisions modifying the rights of limited partners holdingClass B shares are subject to the approval of these holders of Class B shares at a Special General Meeting. The Management Company has the broadest powers to act on behalf of the Company in all circumstances. In its dealings with shareholders, theManagementCompanyhas thebroadest powers to carry out all ongoing management activities. Specifically, the Management Company is responsible for identifying, evaluating and deciding the Company’s investments and divestments. To carry out his or her responsibilities, the Management Company may call upon the experts or advisors of its choosing, such as Apax Partners SA (the “Investment Advisor”), who will advise the Company on its investments and divestments but will not have the power to take decisions on behalf of the Company. The relationship between the Company and the Investment Advisor is governed by an investment advisory contract and a co-investment agreement, the terms of which are approved pursuant to Article L. 226-10 of the French Commercial Code.

2.1.2 THE GENERAL PARTNER

AND MANAGEMENT COMPANY

The Company’s general partner, who is also its Management Company, is Altamir Gérance, a French public limited company ( société anonyme ) with share capital of €1,000,000 and the Paris commercial registry number 402098917, whose registeredoffice is located at 1, rue Paul-Cézanne, 75008 Paris (France). As previously noted, the corporate name Altamir Amboise Gérance was changed to Altamir Gérance in 2013. Articles 1 and 15.1 of the Articles of Association were amended to reflect this. The Management Company’s functions are not limited in time. During the Company’s existence, the general partner has sole responsibility for appointing the Management Company. A Manager’s functions are terminated upon death, disability, prohibition, receivership or liquidation, removal from office, resignation or upon reaching the age of 75. AManager’s removal fromoffice is decidedby thegeneral partner. If the Manager is also the general partner and loses the status of general partner, he or she also loses, automatically and without any further procedure, the status of Manager. Altamir Gérance has a Board of Directors whose five members contribute their experience as private equity professionals and corporate chief executives: Maurice Tchenio (Chairman & CEOof Altamir Gérance, co-founder of Apax Partners), Peter Gale (Head of Private Equity and Chief Investment Officer at Hermes GPE LLP), James Mara (previously Sr. Managing Director at General Electric Asset Management), Eddie Misrahi (Chairman and CEO of Apax PartnersMidMarket SAS) andRomain Tchenio (Chairman and CEO of Toupargel Groupe SA). Peter Gale – (60) is head of private equity and Chief Investment Officer at Hermes GPE. He is responsible for private equity investment decisions and for all aspects of Hermes GPE’s private equity investment process. He leads the co-investment programme anddecisions onallocationand strategy for individual client portfolio construction. He has 33 years of investment experience, including 24 years in private equity. Mr. Gale is a member of the Hermes GPE Management Committee and Chair of the Private Equity Investment Committee. Previously, he was Managing Director and CIO of the Hermes GPE predecessor organisation, Gartmore Private Equity. Prior to this Mr. Gale was Investment Manager of the National Westminster Bank Pension Fund (later known as the RBS Group Pension Fund), responsible for all investments, and initiated both the private equity and co- investment programmes. He was a director of HgCapital Trust (formerly Mercury Grosvenor Trust plc) for 23 years. Peter holds a MSc in Economics from the University of Oxford and a BA in Economics from the University of Exeter.

76 REGISTRATION DOCUMENT 1 ALTAMIR 2016

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