Altamir - Registration Document 2016

2

CORPORATE GOVERNANCE

Remuneration and benefits of managers and directors

REPURCHASE OF CLASS B SHARES

11,173 of the existing 18,582 Class B shares in different proportions from each of the Class B shareholders so as to obtain the above- mentioned outcome. To permanently switch to the France VII configuration which is now required for all future distributions, a similar repurchase transaction of 991 Class B shares at €10 par value took place on 28 December 2015, bringing the total number of Class B shares to 6,418. Following these share repurchases, each Apax partner held the same proportion of carried interest on investments carried out by Altamir by co-investing alongside the Apax France VII fund as he or she held for investments carried out by the Apax France VII fund. This rebalancing is in the best interest of Altamir’s shareholders to the extent that it allows the alignment of the economic interests of theApax PartnerswhomanageAltamir’s co-investment portfolio with the goal of creating value. Since the Company did not intend to retain these Class B shares, shareholders were asked, at the General Meeting of 15 April 2016, to approve the cancellation of the shares and the corresponding reduction of share capital, which would have been reduced from 219,259,626 euros to 219,137,986 euros. This resolution was not adopted, and the class B shares were retained. When all investments made alongside the Apax France VII fund have been divested, probably by the endof 2018, a newallocation of Class B shares will be determined for the investment team. The class B shares held by Altamir will then be resold to different beneficiaries. The reduction in the number of Class B shares in no way changes the share of earnings paid to holders of ordinary shares.

Class B shares entitle their holders to carried interest, which is remuneration intended to align the interests of shareholders and the investment team (80/20 sharing of adjusted statutory net income). The allocation of this carried interest among the various individuals will fluctuate over time (due to departures, new arrivals, or changes in each Class B shareholder’s contribution). A new allocation is determined for each new private equity fund. For example, the Apax France VII fund has a different allocation than the France VI fund, and these two different allocations can exist side-by-side since the funds are two separate entities. In Altamir’s case, investments made alongside Apax France VI and Apax France VII are held in the same legal entity. When the carried interest allocationwas determined for theApax FranceVI andApaxFranceVII funds, theManagement Company committed to allocating the carried interest paid by Altamir on the same bases as those used for the France VI and France VII funds. In practice, the method established to carry out this commitment was to use the carried interest configuration for France VI until the rights under France VI are satisfied, and then switch to the France VII configuration. This switch occurred at the time of the 2014 financial year distribution. Thus, the breakdown of the €9,994,402 carried interest due on Class B shares for the 2014 financial year was €2,042,100 for investments made alongside the VI fund and €7,952,302 for investments made alongside the VII fund. Altamir’s plan for adhering to theseproportionswas to repurchase at par (€10 per share) in May 2015 before payment of dividends,

2.2.4 SUMMARY OF REMUNERATION PAID TO THE MANAGEMENT COMPANY, THE GENERAL PARTNER AND CLASS B SHAREHOLDERS

2012

2013

2014

2015

2016

(in euros)

Management fees (excl. tax) (Altamir Gérance) Dividend – General Partner (Altamir Gérance)

331,821 315,343

362,071

372,646

353,206 1,110,489

77,942 580,175

1,005,501

793,111

Dividend – Class B shareholders

2,838,088 9,049,505

7,137,999 9,994,402

5,221,576

of whom: Maurice Tchenio ( via Altamir Gérance)

676,913 2,242,653

1,768,942 344,569

1,392,121 855,237

581,684 497,094

Monique Cohen

137,002

436,842

86 REGISTRATION DOCUMENT 1 ALTAMIR 2016

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