Altamir - Registration Document 2016

CORPORATE GOVERNANCE

Remuneration and benefits of managers and directors

The remunerationpaid to theManagement Companyand to theadvisory company, ApaxPartners SA, with respect to2016was as follows:

2016

2015

(euros)

Gross amount excl. VAT (1)

10,789,725

9,957,696

Board attendance and other fees received by Apax Partners SA or Altamir Gérance (2)

excl. VAT excl. VAT excl. VAT excl. VAT excl. VAT excl. VAT

-507,646 -3,234,318 -642,554 -584,438

-47,912

Fees deducted with respect to Apax France VIII-B (3) Fees deducted with respect to Apax France IX-B (4) Fees deducted with respect to Apax VIII LP (5) Fees deducted with respect to Apax IX LP (6) Fees deducted with respect to co-investments (7)

-2,487,092

-406,491

-20,761 -8,459

NET FEES (1)+(2)+(3)+(4)+(5)+(6)+(7)

EXCL. VAT

5,791,549

7,016,201

Divided between: Altamir Gérance (5%) Apax Partners SA (95%)

2

excl. VAT excl. VAT

77,942

353,206

5,173,607

6,662,995

2.2.3 REMUNERATION OF THE GENERAL PARTNER AND CLASS B SHAREHOLDERS In accordancewith private equity industry common practice, the general partner and his teams receive 20% of net gains (carried interest) as per the Articles of Association. This 20% is allocated as follows: a) pursuant toArticle25of theArticles of Association, thegeneral partner receives a dividend equal to 2% of the adjusted net income of each financial year. The formula for converting net income as reported on the statutory financial statements to adjusted net income is detailed in section 4.4; b) pursuant to Article 25 of the Articles of Association, holders of Class B shares have the right to receive a dividend equal to 18% of the adjusted net income of each financial year. The formula for convertingnet income as reportedon the statutory financial statements to adjusted net income is detailed in section 4.4. The holders of Class B shares are all employees or executives of Apax Partners France. At their General Meeting of 28 April 2017, shareholders will be asked to approve an amendment to the Articles of Association introducing a hurdle rate for the calculation of carried interest on the co-investments made by the Company since 2013.

SERVICE CONTRACT FOR ACCOUNTING, INVESTOR RELATIONS AND FINANCIAL SERVICES On 9 July 2013, the Company signed a services agreement with Altamir Gérance, which replaced certain previous agreements. The new agreement covers Company accounting, portfolio accounting, CFO functions and shareholder/investor relations. The financial terms of this agreement are set out below: annual fees in payment for accounting services provided to the Company and accounting management of the portfolio are defined based on the effective cost of a full-time qualified accountant and a full-time administrative employee (based on actual costs determined by consulting external service providers); the CFO service charge is billed at actual annual cost (salary +contributions+pro ratashareof businessexpenses) calculated on the basis of the time spent by the relevant person (based on a time sheet); the cost billed for shareholder and investor relations service charges corresponds to the actual cost of the relevant person (salary + contributions + pro rata share of business expenses). The cost of these services amounted to€686,477 including taxes for the financial year 2016. This agreement was reviewed by the Statutory Auditors and appears in their report (see section 4.5.1).

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REGISTRATION DOCUMENT 1 ALTAMIR 2016