Altamir - Registration Document 2016

2

CORPORATE GOVERNANCE Report of the Supervisory Board

Income not eligible for exclusion

Other income distributed to the general partners

Income eligible for exclusion

Financial Year

Dividends

2013 2014 2015

€23,422,269 (1) €28,250,553 (2) €25,668,465 (3)

€793,111

- -

€1,110,489

€580,175 (1) Comprising dividends of €7,137,999 for holders of Class B preferred shares and dividends of €16,284,270 for ordinary shareholders, noting that the latter sum includes the amount of the dividend relating to treasury shares, which is not distributed, and is instead allocated to retained earnings. (2) Comprising dividends of €9,994,402 for holders of Class B preferred shares and dividends of €18,256,151 for ordinary shareholders, noting that the latter sum includes the amount of the dividend relating to treasury shares, which is not distributed, and is instead allocated to retained earnings. (3) Comprising dividends of €5,221,576 for holders of Class B preferred shares and dividends of €20,446,889 for ordinary shareholders, noting that the latter sum includes the amount of the dividend relating to treasury shares, which is not distributed, and is instead allocated to retained earnings.

2.3.4 REPURCHASE OF ORDINARY SHARES

Since theGeneral Meetingof 23April 2015, the SupervisoryBoard has been composed of two women and four men, in compliance with the rules concerning gender parity.

The Supervisory Board has considered the repurchase of shares by the Company. From a legal perspective, the Supervisory Board cannot authorise a share repurchase, only the shareholders can, and they may grant such an authorisation to the Management Company at their Annual General Meeting. Aside from the legal aspects, the Supervisory Board’s opinion is that the way to minimise the discount is through consistent, long termperformance, a constant and attractive dividend, clear and open communication, rigorous valuation methods and the absence of leverage at the Company level. The draft resolution related to the share repurchase programme specifies that the sole purpose of the programme is to ensure an activesecondarymarketforthesharesthroughaliquidityagreement.

2.3.7 SHARE LIQUIDITY

In 2016, Altamir used its share repurchase programme tomaintain the share’s liquidity and to ensure secondarymarket activity. You will be asked to approve a new share repurchase programme at the General Meeting. It will be carried out for the same purpose.

2.3.8 REGULATED AGREEMENTS

The Supervisory Board has established that the only regulated agreement in force since 2006, concerning the investment advisory agreement between Altamir and Apax Partners SA, remained unchanged during the previous financial year (detailed information about this agreement is provided in the Registration Document). This regulated agreement is described in the Statutory Auditors’ special report. The Board re-examined this agreement at itsmeeting on 6March 2017, determined that it was in theCompany’s interest tomaintain it, and so informed the Statutory Auditors. No new agreements will be submitted for shareholder approval at the General Meeting of 28 April 2017. TheBoardhasnoknowledgeof anyconflict of interest between the Company and any Board member or the Management Company.

2.3.5 STATUTORY AUDITORS

At the General Meeting on 28 April 2017, in accordance with the Audit Committee’s recommendations, the SupervisoryBoardwill propose the renewal of EY’s appointment as StatutoryAuditor for a period of six financial years, given their extensive knowledge of the company and its particular characteristics. However, shareholders will be asked to neither renewnor replace Auditex as alternate statutory auditor, since the 9December 2016 Sapin II law eliminated the requirement (Article L. 823-1 of the French Commercial Code) to designate an alternate statutory auditorwhen the incumbent StatutoryAuditor is not an individual or single-person company.

2.3.9 CORPORATE GOVERNANCE

The Supervisory Board of Altamir is made up of a majority of independent members. As of 31 December 2016, the Boardmembers held, either directly or indirectly, 250,339 shares of the Company. Several measures have been taken to ensure that the Supervisory Board is able to completely fulfil its duties.

2.3.6 CORPORATE BODIES

At theGeneral Meetingon28April 2017, shareholderswill be asked to approve the renewal of the terms of the following Supervisory Board member for two years:

Marleen Groen Gérard Hascoët Philippe Santini.

88 REGISTRATION DOCUMENT 1 ALTAMIR 2016

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