Altamir - Registration Document 2016

CORPORATE GOVERNANCE

Report of the Chairman of the Supervisory Board

Themembers of the SupervisoryBoard receivedno remuneration other than the attendance fees detailed in the above table. There are no individual corporateofficers other than themembers of the Supervisory Board. As a French partnership limited by shares, Altamir is governed by a Management Company, Altamir Gérance, which is also its sole general partner. The rules governing the Management Company’s remuneration can be found in the Company’s Articles of Association and this Registration Document. The rules governing the allocation of dividends to the general partner and Class B shareholders can be found in the Company’s Articles of Association and this Registration Document. The Company has no stock option or bonus share plan in place. The Supervisory Board has decided to give shareholders an advisory vote on corporate officers’ remuneration (“say on pay”), in accordance with: the recommendation in paragraph 24.3 of the Afep-Medef corporate governance code of November 2015, which constitutes the Company’s reference code; theAMF’sposition-recommendation2014-14on thepreparation of Registration Documents. As a Frenchpartnership limitedby shares, Altamir is not subject to the new provision established by the Sapin II law of 9 December 2016, which requires a vote on the determination of remuneration policy. Consequently, at their 28April 2017General Meeting, Shareholders will be asked to express a favourable opinion on the remuneration payable or attributed to Maurice Tchenio, legal representative of Altamir Gérance, Management Company, and to Jean-Hugues Loyez, Chairman of the Supervisory Board, for the financial year ended 31 December 2016, as presented in the Report of the Supervisory Board. Altamir applies the Afep-Medef Corporate Governance Code for listed companies, published in December 2008 and updated in April 2010, June 2013, November 2015 and November 2016. The Code can be found at: www.medef.com. Limitations on the powers of the Management Company – Supervisory Board’s role In accordancewith the provisions of Article 20.4 of theArticles of Association and Article 1.1 of the Supervisory Board’s Rules of Procedure, any amendment to the co-investment agreement between theCompany andApax Partners SAmust be authorised by the Supervisory Board, having reviewed the Management Report, by a two-thirds majority vote of members present or represented. In accordancewith the provisions of Article 20.3 of theArticles of Association and Article 1 of the Supervisory Board’s Rules of Procedure, the Management Company consults the Supervisory Board: OTHER ELEMENTS OF GOVERNANCE

on the applicationof valuation rules toportfolio companies, and on any potential conflicts of interest. In addition, pursuant to Article 1.1 of the Supervisory Board’s Rules of Procedure, the Management Company also consults the Supervisory Board prior to the acceptance of any new appointment in another listed company.

Potential conflicts of interest between the management and supervisory bodies

The Board has no knowledge of any conflict of interest between the Company and any Board member or the Management Company. To the Supervisory Board’s knowledge, there are no potential conflicts of interest. To the best of the Company’s knowledge, the directors have no ownership interest in the companies in Altamir’s portfolio, with the exception of one company in which Altamir and the fundsmanaged byApax Partners SAwereminority shareholders (Aprovia, whose Chairman is Mr. Santini and the last shares of which were sold in 2007; Altamir held only 0.55% of the capital) and the securities of listed companies for which they filed the customary statements with the Compliance and Internal Control Officer of Apax Partners. The Board’s Rules of Procedure explain how conflicts of interest are to be avoided. They state that: “In the event that a conflict or potential conflict between the Company’s interest and the Board member’s direct or indirect personal interest arises, the Supervisory Board member in question must: disclose the conflict of interest to the Board as soon as he/she becomes aware of it; and fully assume any consequences this may have on his/her function. Depending on the circumstances, he/she must: abstain from participating in the vote on the corresponding deliberation, not participate in Supervisory Boardmeetings as long as he/ she is in a position of conflict of interest, or step down from his/her function as a member of the Supervisory Board. Any Supervisory Board member failing to abide by the rules of abstention or resignation from one’s functions may be held personally liable. Furthermore, if the Chairman of the Supervisory Board and the Manager have a compelling reason to believe that one or more of the Supervisory Board members face a conflict of interest, they are under no obligation to communicate information or documents pertaining to those conflicting topics, and they will informthe Supervisory Board that such information has not been communicated.” Procedure for taking part in Annual General Meetings The procedure for taking part in the Annual General Meetings is described in Article 23 of the Company’s Articles of Association.

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REGISTRATION DOCUMENT 1 ALTAMIR 2016