Altamir - Registration Document 2016

2

CORPORATE GOVERNANCE

Remuneration and benefits of managers and directors

2.2.2 REMUNERATION OF THE MANAGEMENT COMPANY

professional fees and reimbursement of expenses deriving from secondmentsofApaxPartners’ salariedmanagers tocompanies in the portfolio are not deducted fromtheManagement Company’s remuneration. The remuneration, inclusive of all taxes, of the Management Company shall be reduced by an amount equal to the product of the par value of shares held by the Company in fundsmanaged byApax PartnersMidMarket SAS andApax Partners LLP, and any entity paying management fees to an Apax management entity, multiplied by the average annual rate, inclusive of all taxes, for calculating the management fees of these funds and entities. Should this rate vary during the year, the sum is calculated on a pro rata basis. The remuneration received by theManagement Company covers the Company’s administrative and overhead costs, the cost of Apax Partners SA and of any other investment advisors, as well as all of the Company’s research and investment tracking costs. As a result, the professional fees paid by the Company to the investment advisory company under the advisory agreement between them are also deducted from the Management Company’s remuneration defined above. The Management Company’s remuneration is paid in four estimated amounts at the start of each calendar quarter, each equal to25%of theprevious year’s remuneration. The annual total, as determined above, is adjusted at the end of the fourth quarter. From the date the Company was founded until 30 November 2006, 95% of the Management Company’s remuneration was paid in turn to Apax Partners SA, under the investment advisory agreement between them. Since then, because this agreement was replacedby adirect investment advisory agreement between the Company and Apax Partners SA, the remuneration the Management Company receives is reduced by the amount the Company pays to Apax Partners SA under this agreement ( i.e. 95%). Altamir does not pay any remuneration directly toApax Partners MidMarket or Apax Partners LLP. The funds managed by these entities pay the management fees. Any additional remuneration paid to the Management Company must be decided by Shareholders in their OrdinaryGeneral Meetingwith the approval of the general partner.

MANAGEMENT FEES

Pursuant to Article 17.1 of the Company’s Articles of Association, the Management Company receives annual remuneration, exclusive of tax, equal to the sum of two half-year remuneration amounts, calculated as follows: remuneration for the first half of the calendar year is equal to 1% of the higher of the following two amounts at the close of the previous financial year: share capital plus share premiums, shareholders’ equity of the Company before allocation of net income. Should there be a capital increase during the first half of the financial year in question, first-half remuneration will be increased by 1%, excl. tax, of the amount of the increase, including any related premiums, calculated pro rata from the date of the capital increase until the end of the first half of the year; remuneration for the second half of the calendar year is equal to 1% of the higher of the following two amounts as of 30 June of the financial year in question: share capital plus share premiums, shareholders’ equity of the Company before allocation of net income. Should there be a capital increase during the second half of the financial year in question, second-half remuneration will be increased by 1%, excl. tax, of the amount of the increase, including any related premiums, calculated pro rata from the date of the capital increase until the end of the second half of the year. A percentage (corresponding to the Company’s share) of the amount of anyprofessional fees, attendance feesandcommissions received by the Management Company or by Apax Partners SA in the context of transactions on assets of the Company and of amounts paid by companies in the portfolio is deducted from the Management Company’s remuneration. Nevertheless,

84 REGISTRATION DOCUMENT 1 ALTAMIR 2016

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