Altamir - Registration Document 2016

2

CORPORATE GOVERNANCE

Company management and governing bodies

To the best of the Company’s knowledge and at the time this Registration Document was prepared, there was no conflict of interest between theManagement Company’s or the Supervisory Board members’ duties towards the Company and their private interests or other duties. To the best of the Company’s knowledge, there are no family ties between the members of the Company’s management and supervisory bodies. To the best of the Company’s knowledge and at the time of preparation of this Registration Document, there are no arrangements or understandings with major shareholders, customers or suppliers pursuant to which a member of the Supervisory Board or the Management Company was selected in that capacity. To the best of the Company’s knowledge and at the time of preparation of this Registration Document, the members of the Supervisory Board or the Management Company have not acceptedany restrictions on thedivestment of their shareholdings in the Company. To the best of the Company’s knowledge and at the time of preparation of this Registration Document, there was no service agreement between themembers of theSupervisoryBoardor the Management Company and the issuer or any of its subsidiaries that provides for benefits upon termination of said agreement, other than the service agreements mentioned in this document and theManager’s remuneration as described inArticle 17.1 of the Company’s Articles of Association (section 2.2.2). The Company’s Articles of Association stipulate that the SupervisoryBoardprovidesongoingsupervisionoftheCompany’s management and decides on the allocation of net income to be proposed to shareholders. The Management Company consults theSupervisoryBoardon theevaluation rules applying toportfolio companies andanypotential conflicts of interest. Anyamendment to the co-investment agreement between theCompany andApax Partners SAmust be authorisedby the SupervisoryBoard, having reviewed the Management Report, by a two-thirds majority vote of members present or represented (Article 20.4 of the Articles of Association). The composition and role of the Supervisory Board are described in Articles 18 to 20 of the Company’s Articles of Association and summarised below: Summary: the Company has a Supervisory Board with 3-12 members. Its members are selected from among the shareholders who are not acting in the capacity of general partner, legal representative of the general partner, or Manager. The term of COMPOSITION OF THE SUPERVISORY BOARD 2.1.3 SUPERVISORY BOARD ROLE OF THE SUPERVISORY BOARD

themembers of the Supervisory Board is two years (Article 18). Nevertheless, shareholders voted at the Ordinary General Meeting of 29March 2012 to amend the Articles of Association to allow the appointment of one or more Supervisory Board members for a term of one (1) year, for the sole purpose of implementing or maintaining staggered terms for Supervisory Board members; no individual over the age of 70 May be appointed to the Supervisory Board if that person’s appointment would bring the proportion of members over the age of 70 above one-third (Article 18); in the event a seat becomes vacant due to death or resignation of one or more members of the Supervisory Board, the Board may appoint a temporary replacement within three months of the date the vacancy occurred (Article 18); the Board appoints an individual from among its members to act as Chairman. In the event of the absence of the Chairman, the oldest member of the Board fulfils the Chairman’s role (Article 19); the Supervisory Board meets at the request of the Chairman or the Management Company. Notices of meeting may be communicated using any means establishing proof of notice by commercial standards at least five days prior to themeeting, unless the Board members unanimously agree to a shorter period. The Manager must be invited to meetings and may sit inonSupervisoryBoardmeetingswithout the right tovote. One or more non-voting members appointed by the shareholders may also attend Supervisory Board meetings in an advisory capacity (Article 19); the Supervisory Board may not take decisions unless at least half of its members are present or represented (Article 19);

COMPOSITION OF THE SUPERVISORY BOARD AS OF 31 DECEMBER 2016

Jean-Hugues Loyez is Chairman of the Supervisory Board. The other members of the Supervisory Board are: Marleen Groen, Sophie Etchandy-Stabile, Jean Besson, Gérard Hascoët, et Philippe Santini. The members of the Supervisory Board are: Jean Besson Sophie Etchandy-Stabile

Marleen Groen Gérard Hascoët Jean-Hugues Loyez Philippe Santini

For the purpose of their appointment, the members of the Supervisory Board are domiciled at the Company’s principal office: 1, rue Paul Cézanne, 75008 Paris (France). MarleenGroen, SophieEtchandy-Stabile, Jean-Hugues Loyez and Philippe Santini are considered to be independent according to the criteria of theAfep-Medef Code applied by the Company and described in the report of theChairman of the SupervisoryBoard.

78 REGISTRATION DOCUMENT 1 ALTAMIR 2016

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