Altamir - Registration Document 2016

2

CORPORATE GOVERNANCE

Report of the Chairman of the Supervisory Board

Organisation and operating procedures of the Audit Committee

a meeting with the Statutory Auditors, CFO, and head of accounting, a meeting with internal audit and risk control managers, advice from external experts. Organisation and operating procedures of the Nomination and Remuneration Committee Altamir’s SupervisoryBoardhas decided tomeet as aNomination and Remuneration Committee at least once a year to examine issues related to remuneration of theManagement Company and themembers of the Board, and the composition of the Board and the Audit Committee. The Nomination and Remuneration Committee met for the first time on 2 November 2016 and discussed the following items: the introduction of a hurdle rate on co-investments due to shareholders before payment of any carried interest to Class B shareholders. This issue will be included on the agenda for the Company’s next Annual General Meeting of Shareholders; a review of the impact of lines of credit on the calculation of management fees. These issues were the subject of a detailed presentation to the Board, which verified that they are in compliance with the provisions of the Articles of Association. A second meeting was held in February 2017, to review the management succession plan and change the composition of the Audit Committee. To reflect the recommendations of the Afep-Medef Code regardingAudit Committee independence and Board member tenure, Gérard Hascoët resigned from the Audit Committee, while remaining amember of the Supervisory Board. The Board acknowledged his resignation and appointed Sophie Etchandy-Stabile, an independent Board member, as a member of the Audit Committee. Attendance fees pertaining to 2015 and paid in 2016 totalled €260,000 (allocated€260,000). Theywerepaidaccording to the allocation rules approved by the Supervisory Board on 4 March 2014, as follows: 40% unconditionally (fixed portion); 60% depending on attendance (variable portion): if themember attendsmore than 80%of themeetings: 100% of the variable portion, if themember attendsbetween50%and80%of themeetings: a pro rata amount based on attendance, if the member attends less than 50% of the meetings: no variable portion. Thus, the variable portion of attendance fees has a heavier weighting than the fixed portion in accordance with the Afep- Medef Code recommendations. REMUNERATION OF CORPORATE OFFICERS

In2016, theAuditCommitteemet four times toverify theCompany financial statements and review the internal control procedures implementedby theManagement Company. The attendance rate at these meetings was 100%. In fulfilment of its duties, which primarily consisted in reviewing the statutory and consolidated financial statements, analytical cost reports, portfolio company valuations and management report, the Audit Committee met with the Statutory Auditors and Finance Department at the end of each quarterly financial reporting period. It also met with PCI, the Company undertaking internal control on behalf of the Apax Partners management companies. The Audit Committee’s work covered each of the items listed in Article L. 823-19 of the French Commercial Code and the 22 July 2010 report of the AMF working group chaired by Mr. Poupart- Lafarge. This entailed overseeing: theprocedure forpreparing financial information,withparticular attention to the valuation of companies in the portfolio; the effectiveness of the internal control and risk management systems; the audit of statutory and consolidated financial statements by periodically interviewing auditors on their work, in particular monitoringof theperformanceof portfoliocompanies (EBITDA, debt) as the underpinning for their valuation using peer-group multiples; the correct application of internal control procedures by Apax Partners SA for the portion of its business activity that consists in providing investment advisory services to Altamir. The Committee regularly reported its findings to the Supervisory Board. In 2017, the Audit Committee will continue to meet each quarter before the accounts are closed for that period. It will take all assignmentsmentioned in laws and regulations into account. The Audit Committee can request: a presentation from the Statutory Auditors underlining the key points from the legal audit and accounting methods chosen; a presentation by the CFO on the Company’s financial results, risks and significant off-balance-sheet commitments; informationon the selectionprocedure used to renewthe terms of the Statutory Auditors; on their audit of how securities are valued; the independence of Statutory Auditors. The Committee systematically reviewed: statutory financial statements; IFRS financial statements; analytic dashboards; valuation rules;

94 REGISTRATION DOCUMENT 1 ALTAMIR 2016

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